ALLEGRO MICROSYSTEMS, INC. 8-K

What Happened

• Allegro MicroSystems, Inc. announced that directors Susan D. Lynch (notified May 11, 2026) and Richard R. Lury (notified May 13, 2026) will not stand for re-election at the company’s 2026 Annual Meeting of Stockholders on August 5, 2026. Their service will end effective immediately prior to the Annual Meeting.
• On May 13, 2026 the Board expanded its size to ten members and elected Robert J. Willett as a Class III director (effective May 13, 2026) to serve until the Annual Meeting and until his successor is duly elected and qualified. Mr. Willett was appointed to the Board’s Audit Committee and Compensation Committee.

Key Details

• Dates: Lynch notified May 11, 2026; Lury notified May 13, 2026; Annual Meeting scheduled for August 5, 2026; Willett elected May 13, 2026.
• Board actions: expanded board to 10 members; elected Robert J. Willett as Class III director.
• Governance qualifications: Board determined Mr. Willett is independent under Nasdaq rules, meets enhanced independence for audit and compensation committees, and is an “audit committee financial expert” under SEC rules.
• Compensation & protections: Allegro entered an indemnification agreement with Mr. Willett; he will receive the same non-employee director fees as other directors, with annual cash and restricted stock awards pro-rated from his election date (see Allegro’s director compensation program filed in its 10-Q on Jan 30, 2026).

Why It Matters

• Board composition and oversight: Adding an independent director who is an audit committee financial expert strengthens the board’s oversight of accounting, financial reporting and executive compensation — areas important to investors assessing governance and risk controls.
• Continuity & governance signal: The orderly notifications and the company statement that departures were not due to disagreements indicate a planned board transition rather than a governance dispute. The appointment and committee assignments reduce interim uncertainty about audit and compensation committee staffing ahead of the annual meeting.
• Practical investor impact: This is primarily a governance update (not a financial or operational event). Shareholders should note the new director’s qualifications and the timing relative to the August 5, 2026 annual meeting; a press release announcing the appointment was filed as Exhibit 99.1 to the 8-K.