ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information set forth below under Item 5.02(e) is hereby incorporated by
reference into this Item 1.01
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(b) On May 9, 2014, Noland Granberry, Chief Financial Officer of Silicon Image,
Inc. (the "Registrant"), notified the Registrant that he would be resigning from
his position effective May 30, 2014 to pursue a chief financial officer
opportunity with a privately held company.
Until a permanent replacement for Mr. Granberry is named, Steven Robertson, the
Registrant's Vice President, Finance, will assume the responsibilities of the
Chief Financial Officer effective May 30, 2014. Mr. Robertson, age 46, joined
the Registrant in November 2012 as Director, Financial Planning and Analysis. In
August 2013, Mr. Robertson was promoted to Senior Director, Financial Planning
and Analysis. On May 1, 2014, Mr. Robertson was promoted to Senior Director
Finance and Corporate Controller and appointed an executive officer of the
Registrant. In connection with Mr. Robertson assuming the responsibilities of
the Chief Financial Officer, Mr. Robertson was promoted to Vice President,
Finance, of the Registrant on May 14, 2014. Prior to joining the Registrant, Mr.
Robertson served as Director, Finance and Operations, of SC Investments
Consulting LLC, a consulting and advisory firm, from March 2007 until November
2013 and as Corporate Controller of Proofpoint Inc., a provider of internet
security solutions, from December 2004 to July 2006.
(e) On May 6, 2014, the Compensation Committee of the Board of Directors (the
"Compensation Committee") of the Registrant adopted the Silicon Image, Inc.
Sales Compensation Plan for Seamus Meagher, Vice President of Worldwide Sales,
for Fiscal Year 2014 (the "VP Sales Compensation Plan"). The purpose of the VP
Sales Compensation Plan is to retain, motivate and reward Mr. Meagher by paying
him a cash bonus for fiscal year 2014 based on the achievement of a worldwide
revenue goal for 2014 (the "2014 Revenue Goal").
Under the terms of the VP Sales Compensation Plan, no bonus is payable if Mr.
Meagher achieves less than eighty-five percent (85%) of the 2014 Revenue Goal. A
cash bonus in the amount of $127,500 is payable to Mr. Meagher if he achieves
eighty-five percent (85%) of the 2014 Revenue Goal. For each additional
percentage point achievement of the 2014 Revenue Goal in excess of eighty-five
percent (85%) and up to one hundred percent (100%), an additional cash bonus of
$1,500 is payable to Mr. Meagher.
Under the terms of the VP Sales Compensation Plan, Mr. Meagher would be entitled
to an additional cash bonus in the amount of $10,000 for every $1,000,000 in
revenue above one hundred percent (100%) of the 2014 Revenue Goal up to one
hundred two percent (102%) of the 2014 Revenue Goal. If 2014 revenue exceeds one
hundred two percent (102%) of the 2014 Revenue Goal, any additional cash bonus
payment will be at the discretion of Compensation Committee. Additionally, Mr.
Meagher will be entitled to receive a cash bonus under the VP Sales Compensation
Plan in the amount of $50,000 if certain management objectives established for
him by the Compensation Committee are met.
ITEM 7.01. REGULATION FD DISCLOSURE.
On May 15, 2014, the Registrant issued a press release announcing that
Mr. Granberry will be resigning from his position as Chief Financial Officer of
the Registrant and that Mr. Robertson will be assuming the responsibilities of
the Chief Financial Officer. A copy of the Company's press release is attached
hereto as Exhibit 99.01.
The information contained in this item, including Exhibit 99.01, is furnished to
the Securities and Exchange Commission (the "Commission"), but shall not be
deemed "filed" with the Commission for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
99.01 Press Release dated May 15, 2014