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

(b) Mr. Robert H. Smith, a current member of the Board of Directors for Cirrus Logic, Inc. (the "Company"), will not run for reelection to the Board at the Company's next annual meeting and plans to retire from the Board as of the date of the 2012 Annual Meeting of Stockholders, which is scheduled for July 26, 2012.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 29, 2012, the Board of Directors for Cirrus Logic, Inc. (the "Company") adopted an amendment to Section 3.2 of the Company's Bylaws, to provide that the number of directors of the Company shall be fixed by a duly adopted resolution of the Board. In addition, the Board repealed Section 7.3 of the Bylaws, which required the Board to present a full and clear statement of the business and condition of the corporation at the Company's annual meeting. The amendments took effect immediately upon adoption by the Board of Directors. A copy of the Bylaws of the Company, as amended and restated, is attached hereto as Exhibit 3.1.

---

Top of the Form