Cypress Semiconductor Files Definitive Consent Solicitation to Protect Stockholders from Founder and Former CEO with Self-Serving Agenda
Cypress Semiconductor Corp. has filed definitive consent solicitation materials with the U.S. Securities and Exchange Commission (”SEC”) seeking to amend the Company’s Second Restated Certificate of Incorporation to eliminate cumulative voting. In conjunction with the filing, Cypress is mailing a letter to its stockholders.
In part, it says: Cypress’ Board of Directors believes that it needs to take this action now to protect stockholders from former CEO T.J. Rodgers’ efforts to regain boardroom influence to promote his personal agenda. As evidenced by our recent financial results, Cypress’ 3.0 strategy is taking hold and we are positioning the Company for long-term growth by focusing on the fast-growing automotive, IoT and industrial segments. This consent solicitation is a necessary step to preserve that momentum and ensure Cypress remains well positioned for the future.
We also think it is important to set the record straight with respect to several misstatements recently made by Mr. Rodgers in his press releases and lawsuit:
In February 2016, Cypress was evaluating a range of potential transactions and made the strategic decision to narrow its focus on Internet of Things businesses, and accordingly determined it would not move forward with Lattice or other non-IoT opportunities. As part of this process, Cypress’ Board of Directors, in consultation with the Company’s financial and legal advisors, evaluated a potential transaction with Lattice and ultimately decided not to pursue this transaction. This decision was made when Mr. Rodgers was still CEO and a member of Cypress’ Board. Additionally, following a final outreach by Lattice’s financial advisor, Cypress’ Chief Financial Officer again declined to pursue a transaction in September 2016, consistent with the Company’s previous decision to focus on IoT.
Mr. Bingham officially joined Canyon Bridge in December 2016 – more than a month after Canyon Bridge announced its acquisition of Lattice. Mr. Bingham reached an understanding to join Canyon Bridge’s founding team in October and officially became a partner in December 2016. Mr. Bingham discussed his role at Canyon Bridge with Cypress’ Board and outside counsel prior to joining the firm. The Cypress Board evaluated whether there was a conflict of interest and determined there was none.
Mr. Bingham was not involved in Canyon Bridge’s efforts to source the Lattice transaction, perform due diligence or negotiate the terms. Eric Benhamou, Cypress’ Lead Independent Director, together with the Company’s outside counsel, confirmed these facts.
Mr. Rodgers, as a member of Cypress’ Board of Directors, voted with the Board to unanimously approve Mr. Bingham’s appointment as Executive Chairman and his compensation, which Mr. Rodgers now calls “excessive and unnecessary.” Furthermore, Mr. Bingham’s compensation was established by the Board working with an independent compensation advisor.
Simply put: Don’t allow Mr. Rodgers to regain influence in the boardroom to promote his personal agenda.
Cypress Semiconductor Inc.198 Champion Ct.
San Jose, CA, 95134
toll-free: (408) 943 2600