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

(e) On October 29, 2009, the shareholders of Cree, Inc. (the "Company") approved amendments to the Company's 2004 Long-Term Incentive Compensation Plan (the "LTIP"). The LTIP was amended to increase the shares that may be issued under the LTIP by 3,000,000.

The terms of the LTIP are set forth under the caption "Proposal No. 2 - Approval of Amendment to 2004 Long-Term Incentive Compensation Plan" in the Company's definitive proxy statement for the Company's 2009 annual meeting filed with the Securities and Exchange Commission on September 4, 2009. Such description, which is qualified in its entirety by reference to the LTIP, as amended, filed as Exhibit 10.1 to this report on Form 8-K, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description of Exhibit

10.1 2004 Long-Term Incentive Compensation Plan, as amended

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