UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 

FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 22, 2015
 
 

SunEdison Semiconductor Limited
(Exact Name of Registrant as Specified in its Charter)
 
Singapore
(State or other jurisdiction of
incorporation or organization)
001-36460
(Commission File Number)
N/A
(I.R.S. Employer
Identification Number)
 
11 Lorong 3 Toa Payoh, Singapore
 (Address of principal executive offices)
 
319579
(Zip Code)
 
 
(65) 6681-9300
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2 below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)    Appointment of Randy W. Furr to the Board of Directors
On October 22, 2015, the Board of Directors (the “Board”) of SunEdison Semiconductor Limited (the “Company”), upon the recommendation of its Nominating and Governance Committee, appointed Randy W. Furr to the Board and to its Audit Committee, effective January 1, 2016, to serve until the next annual meeting of the Company’s shareholders at which directors are elected.
Mr. Furr’s appointment fills the vacancy on the Board created by the resignation of Mr. Brian Wuebbels in April 2015.
As a non-employee director, Mr. Furr will participate in the Company’s non-employee director compensation program and accordingly will receive the following compensation, each prorated based on the effective date of his appointment:
(i)
$50,000 annual Board cash retainer,
(ii)
$7,500 annual cash retainer as a member of the Audit Committee, and
(iii)
Restricted stock units granted under the Company’s 2014 Non-Employee Director Incentive Plan in an amount such that the number of underlying ordinary shares has a total value of $150,000 on the date the award is granted (rounded to the nearest 100 ordinary shares), which vest on the first anniversary of the grant date.
In addition, it is expected that Mr. Furr will enter into the Company’s standard form of indemnification agreement for officers and directors. The form of indemnification agreement was filed as Exhibit 10.7 to the Company’s Amendment No. 5 to Form S-1 filed with the Securities and Exchange Commission on April 15, 2014.
Mr. Furr has no relationships requiring disclosure under Item 404(a) of Regulation S-K and, except as described above, there are no arrangements or understandings between Mr. Furr and any other persons pursuant to which Mr. Furr was appointed as a director of the Company.
On October 26, 2015 the Company issued a press release announcing the above-described appointment. A copy of the press release is filed herewith as Exhibit 99.1.





Item 9.01    Financial Statements and Exhibits

Exhibit No.
 
Description
 
 
 
99.1
 
Press Release dated October 26, 2015




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  
SUNEDISON SEMICONDUCTOR LIMITED
Date:
October 26, 2015
By:
/s/ Jeffrey L. Hall
 
 
 
Name: Jeffrey L. Hall

Title: Executive Vice President Finance & Administration and Chief Financial Officer (Principal Financial Officer)





Exhibit Index

Exhibit No.
 
Description
 
 
 
99.1
 
Press Release dated October 26, 2015









SUNEDISON SEMICONDUCTOR ANNOUNCES APPOINTMENT OF RANDY FURR TO COMPANY'S BOARD OF DIRECTORS

St. Peters, Missouri, October 26, 2015 -- SunEdison Semiconductor Limited (NASDAQ OMX: SEMI) ("SunEdison Semiconductor" or the “Company”) announced today that the Company's Board of Directors has appointed Randy Furr as a new independent member of the Board and as a member of the Audit Committee. Mr. Furr's term will be effective as of January 1, 2016.
"The appointment of Mr. Furr adds further depth and focused experience to the SunEdison Semiconductor Board of Directors," said Antonio Alvarez, Chairman of the Board of Directors. "His extensive work as a high-level finance and operations executive in the electronics industry will be of meaningful value as we continue to strengthen our industry positioning and create value for our shareholders."
Mr. Furr is the Chief Financial Officer of Bloom Energy, a provider of breakthrough solid oxide fuel cell technology generating clean, highly efficient onsite power from multiple fuel sources. Prior to Bloom Energy, Mr. Furr served as Spansion's Corporate Executive Vice President and Chief Financial Officer from June 2009 to March 2015. Mr. Furr has 30 years of experience in the technology sector and is an experienced financial and operations executive. Recently, Randy held senior executive positions as Executive Vice President and Chief Financial Officer at Magellan Navigation, Inc, a provider of GPS navigation systems, from August 2008 to June 2009, and as Chief Operating Officer and Chief Financial Officer at Aliph ("Jawbone"), a consumer Bluetooth telephony device company, from April 2008 to August 2008. Prior to that, Mr. Furr was at Adobe Systems, Inc., a provider of professional and enterprise software, where he served as Senior Vice President, Business Process Improvement from May 2007 to January 2008, as Senior Vice President and Interim Chief Information Officer from November 2006 to May 2007, and as Executive Vice President and Chief Financial Officer from May 2006 to November 2006. Before joining Adobe Systems, Inc., Mr. Furr spent 13 years at Sanmina-SCI Corporation, an electronics manufacturing services provider, where he served as President and Chief Operating Officer from 1996 to 2005 and as Executive Vice President and Chief Financial Officer from 1992 to 1996. Mr. Furr served as a director of Sanmina-SCI Corporation from 1998 until 2005, holds a Bachelor of Business Administration degree from the University of Oklahoma and is a certified public accountant.

About SunEdison Semiconductor
SunEdison Semiconductor is a global leader in the manufacture and sale of silicon wafers to the semiconductor industry. For over 55 years, SunEdison Semiconductor has been a pioneer in the design and development of silicon wafer technologies. With R&D and manufacturing facilities in the U.S., Europe, and Asia, SunEdison Semiconductor enables the next generation of high performance semiconductor devices. SunEdison Semiconductor’s common stock is listed on the NASDAQ OMX Global Select Market under the symbol "SEMI."

Investor & Media Contact
Chris Chaney
Director, Investor Relations & Corporate Communications
SunEdison Semiconductor Limited
cchaney@sunedisonsemi.com
+1 636 474 5226



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