SAN JOSE, Calif., June 17, 2017 /PRNewswire/ -- Cypress
Semiconductor Corporation ("Cypress" or "the Company") (NASDAQ: CY)
today issued the following statement regarding the status of
settlement discussions with T.J.
Rodgers, who was forced to resign as CEO in April 2016, and CypressFirst:
"From the beginning, we recognized that a prolonged proxy
contest would be a costly distraction and have attempted to resolve
this situation in a constructive manner. In response to
stockholder inquiries, we have decided to make public our final
settlement proposal to T.J. Rodgers
and CypressFirst, which is not subject to any confidentiality
restrictions.
"Our final proposal includes expanding Cypress' Board to eight
members and immediately adding Dan
McCranie and Camillo Martino,
who will be appointed to appropriate committees. Importantly,
the proposal is consistent with our position that any settlement
agreement must include durable and meaningful standstill and
non-disparagement provisions, lasting through Cypress' 2019 Annual
Meeting.
"Our Cypress 3.0 strategy has put us on the path for long-term
growth and our focus remains on carrying out this strategy to
deliver lasting stockholder value. As this proxy contest
comes to an end, we hope T.J.
Rodgers recognizes the importance of allowing Hassane and
the management team to move forward without his continual
disruption."
Cypress' final settlement proposal is as follows:
Outline of Cypress' Settlement
Proposal
- Cypress confirms that Bingham received salary and vesting
through the date of his resignation but no acceleration of vesting
of any compensation-related award or bonus.
- The Cypress Board will be increased from 7 to 8 members.
McCranie and Martino go on the Cypress Board immediately and become
Board nominees for the 2017 annual meeting (which will be adjourned
for 10 days to allow for stockholders to review revised
supplemental proxy materials described below). McCranie is
appointed immediately to the nominating and governance committee
and Martino is immediately appointed to either the compensation or
the audit committee.
- Eric Benhamou remains on the
Board.
- The parties enter into a standstill agreement (including a
mutual non-disparagement agreement) per terms previously provided
by email and attached below as Annex A.
- The term of the standstill agreement would be through the
conclusion of the 2019 annual meeting so long as McCranie and
Martino (or replacements satisfactory to T.J. Rodgers) are nominated by the Cypress Board
for election at the 2018 and 2019 annual meetings. If the
advance notice deadline for nominations of directors at such annual
meeting has passed, the Cypress Board will provide Rodgers with a
10 day period to comply with the advance notice provisions and
cause such annual meeting not to be held prior to 90 days following
the time McCranie and/or Martino are notified they are not being so
nominated.
- The Cypress Board and CypressFirst each issues a separate press
release announcing the settlement, such press release to be
reasonably agreed upon in advance and attached as an annex to the
definitive settlement agreement.
- Each party shall be responsible for its own expenses with
respect to these matters prior to this date.
- Cypress' proxy supplement describing the settlement agreement
to be reasonably acceptable to Rodgers.
- All existing litigation by Rodgers would be terminated promptly
following execution of the settlement agreement. Rodgers
would agree not to bring any claim in the future that was
encompassed in the previous litigation or arises out of the matters
described in that litigation.
Annex A
1. On Standstill, Rodgers would agree not to
do any of the following during the Standstill Period (all of which
is quite standard in a standstill):
(i) submit any stockholder
proposal (pursuant to Rule 14a-8 promulgated by the SEC under the
Exchange Act or otherwise) or any notice of nomination or other
business for consideration, or nominate any candidate for election
to the Board;
(ii) engage in, directly or indirectly,
any "solicitation" (as defined in Rule 14a-1 of Regulation 14A) of
proxies (or written consents) or otherwise become a "participant in
a solicitation" (as such term is defined in Instruction 3 of
Schedule 14A of Regulation 14A under the Exchange Act) in
opposition to the recommendation or proposal of the Board, or
recommend or request or induce or attempt to induce or seek to
advise, encourage or influence any other person with respect to the
voting of any voting stock of the Company (including any
withholding from voting) or grant a proxy with respect to the
voting of any voting stock of the Company to any person other than
to the Board or persons appointed as proxies by the Board, or
publicly disclose how he intends to vote or act on any such
matter; provided, however, that Rodgers may publicly disclose
how he intends to vote in any proxy solicitation or referendum if
and to the extent required by applicable subpoena, legal process,
other legal requirement (except for such requirement that arises as
a result of the actions of Rodgers otherwise in violation of this
Section 3);
(iii) seek to call, or to request the call of,
a special meeting of the Company's stockholders;
(iv) form, join in or in any other way participate
in a "partnership, limited partnership, syndicate or other group"
within the meaning of Section 13(d)(3) of the Exchange Act with
respect to the voting stock of the Company or deposit any shares of
voting stock of the Company in a voting trust or similar
arrangement or subject any shares of voting stock of the Company to
any voting agreement or pooling arrangement in order to effect or
take any of the actions expressly prohibited by this Section 3 or
otherwise take any action challenging the validity or
enforceability of any provisions of this Section 3;
(v) (A) seek, alone or in concert with others,
election or appointment to, or representation on, the Board or
nominate or propose the nomination of, or recommend the nomination
of, any candidate to the Board (other than pursuant to Section 1
hereof) or (B) seek, alone or in concert with others, the removal
of any member of the Board or a change in the size or composition
of the Board or the committees thereof;
(vi) alone or in concert with others, make any
proposal or request that constitutes: (i) advising, controlling,
changing or influencing (or in each case attempting to do so) the
Board or management or policies of the Company, including any plans
or proposals to change the number or term of directors or to fill
any vacancies on the Board, (ii) any material change in the
capitalization or dividend policy of the Company or (iii) any other
material change in the Company's executive management, business,
corporate strategy or corporate structure;
(vii) (A) acquire or agree, offer, seek or propose to
acquire, or cause to be acquired, ownership (including beneficial
ownership) of any of the assets or business of the Company or any
rights or options to acquire any such assets or business from any
person or (B) acquire or agree, offer, seek or propose to acquire,
or cause to be acquired, ownership (including beneficial ownership)
of Common Stock or rights or options to acquire Common Stock or
engage in any swap or hedging transactions (other than cash-only
settled swaps) or other derivative agreements of any nature with
respect to the Common Stock, if such acquisition or transaction
would result in Rodgers having beneficial ownership or economic
exposure to more than 5.0% of the then issued and outstanding
Common Stock (excluding, for the avoidance of doubt, any economic
exposure resulting from cash-only settled swaps);
(viii) disclose publicly, or privately in a manner that could
reasonably be expected to become public, any intention, plan or
arrangement inconsistent with the foregoing or request or advance
any proposal to amend, modify or waive the terms of this
Agreement;
(ix) disclose publicly or privately how he intends
to vote or act, or has voted or acted, at any stockholder meeting
or in connection with any stockholder action by written
consent;
(x) institute, solicit, assist, facilitate or
join any litigation, arbitration or other proceeding against or
involving the Company or any of its current or former directors or
officers (including derivative actions), make any requests for a
list of the Company's stockholders or any "books and records"
demands against the Company or make application or demand to a
court or other person for an inspection, investigation or
examination of the Company or its subsidiaries or Affiliates
(whether pursuant to Section 220 of the DGCL or otherwise);
provided that nothing shall prevent Rodgers from bringing
litigation to enforce the provisions of this Agreement; or
(xi) enter into any negotiations, discussions,
agreement, arrangement or understanding with any person concerning
any of the foregoing (other than this Agreement) or advise, assist,
encourage, seek to persuade or solicit any person to take any
action with respect to any of the foregoing.
2. The Mutual Non-Disparagement would read as
follows:
During the Standstill Period, the Parties shall each refrain
from making, and shall cause their respective Affiliates and
Associates and its and their respective agents, subsidiaries,
affiliates, successors, assigns, officers, key employees or
directors, and, in the case of Rodgers, the Rodgers Nominees, not
to make, any public statement or announcement that constitutes an
ad hominem attack on, or that otherwise disparages, impugns,
criticizes or is reasonably likely to damage the business or
reputation of, (a) in the case of statements or announcements by
Rodgers, the Company or any of its Affiliates or subsidiaries or
any of its or their respective officers or directors or any person
who has served as an officer or director of the Company or any of
its Affiliates or subsidiaries, or (b) in the case of statements or
announcements by the Company, Rodgers and the Rodgers Nominees or
his or their Affiliates or advisors. The foregoing shall not
restrict the ability of any person to comply with any subpoena or
other legal process or respond to a request for information from
any governmental authority with jurisdiction over the party from
whom information is sought.
If you have any
questions, or need assistance voting your WHITE proxy card,
please contact:
Okapi Partners
1212 Avenue of the Americas, 24th
Floor New York, New York
10036 Telephone: (212)
297-0720 Toll-Free: (877)
285-5990 Email:
cyinfo@okapipartners.com
|
About Cypress
Cypress is a leader in advanced embedded system solutions for
the world's most innovative automotive, industrial, home automation
and appliances, consumer electronics and medical products.
Cypress' programmable systems-on-chip, general-purpose
microcontrollers, analog ICs, wireless and USB-based connectivity
solutions and reliable, high-performance memories help engineers
design differentiated products and get them to market first.
Cypress is committed to providing customers with support and
engineering resources that enable innovators and out-of-the-box
thinkers to disrupt markets and create new product
categories. To learn more, go to www.cypress.com.
Forward-Looking Statements
Statements herein that are not historical facts and that refer
to Cypress or its subsidiaries' plans and expectations for the
future are forward-looking statements made pursuant to the Private
Securities Litigation Reform Act of 1995. We may use words such as
"may," "should," "expect," "plan," "intend," "anticipate,"
"believe," "estimate," "predict," "potential," "future," "continue"
or other wording indicating future results or expectations to
identify such forward-looking statements that include, but are not
limited to statements related to: our Cypress 3.0 strategy; the
composition of our Board of Directors; our 2017 Annual Meeting of
Stockholders; the Company's financial and operational performance;
our corporate governance policies and practices; and our plans to
file certain materials with the SEC. Such statements reflect our
current expectations, which are based on information and data
available to our management as of the date of this press release.
Our actual results may differ materially due to a variety of risks
and uncertainties, including, but not limited to: the
uncertainty of litigation; our ability to execute on our Cypress
3.0 strategy; global economic and market conditions; business
conditions and growth trends in the semiconductor market; our
ability to compete effectively; the volatility in supply and demand
conditions for our products, including but not limited to the
impact of seasonality on supply and demand; our ability to develop,
introduce and sell new products and technologies; potential
problems relating to our manufacturing activities; the impact of
acquisitions; our ability to attract and retain key personnel; and
other risks and uncertainties described in the "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" sections in our most recent Annual Report on
Form 10-K and our other filings with the Securities and Exchange
Commission. We assume no responsibility to update any such
forward-looking statements.
Contacts:
For Media:
Sard Verbinnen &
Co
Ron Low/John
Christiansen
(415) 618-8750
cypress-svc@sardverb.com
For Investors:
Okapi Partners LLC
Bruce Goldfarb/Pat McHugh/Tony
Vecchio
(877) 285-5990
info@okapipartners.com
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SOURCE Cypress Semiconductor Corp.