PMC and Relational Investors Announce Cooperation Agreement
January 10 2013 - 4:32PM
Business Wire
PMC® (Nasdaq:PMCS), the semiconductor innovator transforming
networks that connect, move and store big data, and Relational
Investors LLC (“Relational”), a major PMC stockholder, today
announced a mutual cooperation agreement giving Relational an
option to appoint one director to serve on PMC’s Board of
Directors.
“PMC is delivering the infrastructure solutions that enable
smartphones, tablets and compute devices to connect, move and store
digital content, which we believe will create long-term growth
opportunities for the Company,” said Greg Lang, president and chief
executive officer of PMC. “We appreciate the support of Relational
and remain focused on achieving our strategic objectives and
driving value for our stockholders.”
“We believe PMC is well positioned within the semiconductor
industry and have confidence in management’s ability to execute on
its stated strategy,” said Ralph Whitworth, Principal and
Co-Founder of Relational. “We look forward to continuing to engage
with the management team.”
The mutual cooperation agreement provides Relational with an
option to appoint one director to the PMC Board of Directors and
its Compensation Committee, either Relational’s Principal and
Co-Founder, Ralph Whitworth, or Kirt Karros, its Principal and
Managing Director. This option may be exercised at Relational’s
election from August 1, 2013 through thirty days prior to the
expiration of the notice period specified in the Company’s advance
notice bylaw related to nominations of directors at the 2014 Annual
Meeting of Stockholders. Should either Mr. Karros or Mr. Whitworth
join the Company’s Board, PMC agrees to re-nominate Relational’s
appointee at the Company’s 2014 Annual Meeting of Stockholders for
a customary one-year term. The mutual cooperation agreement will
terminate no later than July 1, 2014 unless Relational has
exercised its option to appoint its nominee to the Board.
The agreement provides that for its duration, Relational will
not submit any nominations for election to the Board or stockholder
proposals and will vote in favor of the election of each of PMC’s
Board nominees.
Relational, a $5 billion private investment fund, began
investing in PMC in early 2011 and, as of November 8, 2012, owned
approximately 8.9% of PMC’s outstanding common stock.
About PMC
PMC (NASDAQ:PMCS) is the semiconductor innovator transforming
networks that connect, move and store big data. Building on a track
record of technology leadership, the Company is driving innovation
across storage, optical and mobile networks. PMC’s highly
integrated solutions increase performance and enable
next-generation services to accelerate the network transformation.
For more information visit www.pmcs.com.
© Copyright PMC-Sierra, Inc. 2013. All rights reserved. PMC and
PMC-SIERRA are registered trademarks of PMC-Sierra, Inc. in the
United States and other countries. PMCS is a trademark of
PMC-Sierra, Inc. PMC is the corporate brand of PMC-Sierra, Inc.
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