ANGLETON, Texas, May 4, 2016 /PRNewswire/ -- Benchmark
Electronics, Inc. (NYSE: BHE) today announced that it has mailed a
letter to shareholders in connection with its upcoming 2016 Annual
Meeting of Shareholders.
The full text of the letter follows:
BENCHMARK HAS THE RIGHT BOARD, THE RIGHT
MANAGEMENT AND THE RIGHT STRATEGY TO ENHANCE VALUE FOR ALL
SHAREHOLDERS
PROTECT YOUR INVESTMENT IN BENCHMARK – VOTE
THE ENCLOSED WHITE PROXY CARD TODAY FOR THE DIRECTOR NOMINEES
NOMINATED BY YOUR BOARD OF DIRECTORS
May 4, 2016
Fellow Benchmark Shareholder:
Benchmark's 2016 Annual Meeting of Shareholders is just a few
days away. You have a clear choice that will affect the
future of the Company and the value of your investment. It
is important that shareholders vote as soon as possible – no matter
how many or how few shares you own. Time is running
short. To ensure your vote is received in time to support
your Board of Directors, we urge you to vote the WHITE proxy
card today by telephone or by internet.
VOTE THE WHITE PROXY CARD FOR THE BENCHMARK
BOARD THAT IS CREATING LONG-TERM VALUE AND DELIVERING
RESULTS
- Vote "FOR" Benchmark's track record of solid execution under
the leadership of the Board and management, which has resulted in a
strong valuation relative to peers
- Vote "FOR" your Board's successful execution of its strategy
to transition its revenue mix toward higher-value
markets
- Vote "FOR" your Board's disciplined, balanced and
shareholder-friendly approach to capital allocation and its
commitment to return greater than 50% of free cash flow to
shareholders
- Vote "FOR" your highly qualified, experienced and
independent directors who possess critical knowledge of Benchmark
and whose interests are fully aligned with those of all
shareholders
- Vote "FOR" Benchmark's best-in-class corporate
governance
- Vote "FOR" a pay-for-performance executive compensation
culture that strongly aligns the interests of management with those
of all shareholders
DO NOT BE MISLED OR TEMPTED BY ENGAGED
CAPITAL'S FLAWED ANALYSIS AND CAMPAIGN OF MISINFORMATION
ENGAGED CAPITAL HAS NO CREDIBLE PLAN TO
ENHANCE VALUE FOR BENCHMARK SHAREHOLDERS
ENGAGED CAPITAL'S NOMINEES LACK RELEVANT
EXPERIENCE AND ARE NOT QUALIFIED TO SERVE ON YOUR BOARD
Electing Engaged Capital's inexperienced and underqualified
nominees at the upcoming Annual Meeting presents significant risks
to the value of your investment in Benchmark. We believe that
Engaged Capital's nominees, if elected, would seek to advance
Engaged Capital's uninformed, misguided and short-term focused
plans for the Company at the expense of all other Benchmark
shareholders. Electing Engaged Capital's nominees would
undermine the important progress under the guidance and leadership
of your Board and management in executing the Company's
strategy.
In sharp contrast, Benchmark is led by an experienced,
independent and highly qualified Board that is actively supervising
the execution of the Company's strategy to enhance value for all
Benchmark shareholders.
PROTECT YOUR INVESTMENT IN BENCHMARK
VOTE FOR BENCHMARK'S BOARD ON
THE WHITE PROXY CARD TODAY!
Whether or not you plan to attend the Annual Meeting, you have
an opportunity to protect your investment in Benchmark by voting
the WHITE proxy card. We urge you to vote today by
telephone, by internet, or by signing and dating the enclosed
WHITE proxy card and returning it in the postage-paid
envelope provided. Please do not return or
otherwise vote any blue proxy card sent to you by Engaged Capital.
If you have already sent back the blue card, you can still
change your vote by using the enclosed WHITE proxy card to support
your Board's highly qualified director nominees.
On behalf of your Board of Directors, we thank you for your
continued support.
Sincerely,
David W.
Scheible
|
Gayla J.
Delly
|
Chairman of the Board
of Directors
|
President and Chief
Executive Officer
|
If you have questions
or need assistance voting your shares please contact:
|
|
MacKenzie Partners,
Inc.
|
|
105 Madison
Avenue
|
New York, New York
10016
|
Proxy@mackenziepartners.com
|
Call Collect: (212)
929-5500
|
or
|
Toll-Free (800)
322-2885
|
|
About Benchmark Electronics, Inc.
Benchmark provides
integrated manufacturing, design and engineering services to
original equipment manufacturers of industrial equipment (including
equipment for the aerospace and defense industries),
telecommunication equipment, computers and related products for
business enterprises, medical devices, and test and instrumentation
products. Benchmark's global operations include facilities in
seven countries, and its common shares trade on the New York Stock
Exchange under the symbol BHE.
Forward-Looking Statements
This letter contains
forward-looking statements within the scope of the Securities Act
of 1933 and the Securities Exchange Act of 1934. The words
"expect," "estimate," "anticipate," "predict" and similar
expressions, and the negatives thereof, often identify
forward-looking statements, which are not limited to historical
facts. Our forward-looking statements include, among other things:
guidance for 2016; statements, express or implied, concerning
future operating results or margins; the ability to generate sales,
income or cash flow; the benefits of the Secure acquisition and our
ability to continue share repurchases; and Benchmark's business and
growth strategies and expected growth and performance. Although
Benchmark believes these statements are based upon reasonable
assumptions, they involve risks and uncertainties relating to our
operations, markets and business environment generally. If one or
more of these risks or uncertainties materialize, or underlying
assumptions prove incorrect, actual outcomes may vary materially
from those indicated. All forward-looking statements included in
this letter are based upon information available to Benchmark as of
the date of this document, and the Company assumes no obligation to
update them. Readers are advised to consult further disclosures on
related subjects, particularly in Item 1A, "Risk Factors" of the
Company's annual report on Form 10-K for the year ended
December 31, 2015, in its other
filings with the U.S. Securities and Exchange Commission (the
"SEC") and in its press releases.
Additional Information and Where to Find It
Benchmark
has filed a definitive proxy statement with the SEC with respect to
the 2016 Annual Meeting and has mailed the definitive proxy
statement and accompanying white proxy card to its shareholders.
Benchmark shareholders are strongly encouraged to read the
definitive proxy statement, the accompanying white proxy card and
other documents filed with the SEC carefully in their entirety when
they become available because they contain (or will contain)
important information. Benchmark, its directors, executive
officers and other employees may be deemed to be participants in
the solicitation of proxies from Benchmark shareholders in
connection with the matters to be considered at Benchmark's 2016
Annual Meeting. Information about Benchmark\'s directors and
executive officers is available in Benchmark's definitive proxy
statement for its 2016 Annual Meeting. Shareholders may obtain a
free copy of the definitive proxy statement and any other documents
filed by Benchmark with the SEC free of charge at the SEC's website
at www.sec.gov. Copies also are available free of charge on
Benchmark's website at www.bench.com under "Investor
Relations – Annual Reports" or by contacting Benchmark Investor
Relations at (979) 849-6550.
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SOURCE Benchmark Electronics, Inc.