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FSL > SEC Filings for FSL > Form 8-K on 8-Nov-2012All Recent SEC Filings




Change in Directors or Principal Officers, Other Events

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

(b) On November 6, 2012, Richard M. Beyer, a member of the Board of Directors (the "Board") of Freescale Semiconductor, Ltd. (the "Company") and the Company's former Chief Executive Officer, informed the Board's Nominating and Corporate Governance Committee that he will not stand for re-election as a director at the Company's next annual general meeting. There were no disagreements with the Company on any matter related to the Company's operations, policies or practices that led to Mr. Beyer's decision. Mr. Beyer plans to continue serving on the Board until the Company's next annual general meeting in the second quarter of 2013.

Item 8.01 Other Events.

In connection with Mr. Beyer's announcement that he will not stand for re-election at the Company's next annual general meeting, Mr. Beyer entered into a written trading plan in compliance with Rule 10b5-1 of the Securities and Exchange Act of 1934. Rule 10b5-1 permits officers and directors of public companies to enter into predetermined plans for trading specified shares. Mr. Beyer's trading plan provides for the sale of up to 407,139 common shares received under a restricted share unit award and 2,562,027 common shares through the exercise of stock option awards, in each case granted to Mr. Beyer while he was the Company's Chief Executive Officer. Under the terms of the Company's equity incentive award programs and Mr. Beyer's awards, outstanding stock options will expire if not exercised within 90 days of the date Mr. Beyer is no longer a member of the Board.

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