Prior to initiating the lawsuit and nominating directors, Rodgers sent multiple letters to the Cypress Board in an effort to engage in a private conversation about resolving these issues in Cypress's best interest. However, the Board ignored the letters, rejected the Section 220 Demand, and has taken no action to address the concerns Rodgers has raised.
Rodgers then tried to resolve these issues privately with the Cypress Board and reach a settlement that would avert the need to make his concerns public. After perfunctory interviews of the two nominees, however, the Cypress Board responded only with a hasty "settlement proposal" that failed to address the two main issues raised in the lawsuit directly, either with a proposed process for addressing those issues in the future or with a proposed structure that enable those issues to be addressed.
Rodgers concluded, "Cypress is a company that was built to last for the long term through a commitment on the part of every employee to 'do what is right for Cypress,' one of our Core Values. I believe the current Board has failed to honor that commitment. As a concerned stockholder and a believer in both the Core Values and the Cypress Code of Business Conduct and Ethics, I've nominated two highly qualified directors to put Cypress back on the right track."
Additional Information and Where to Find It
T.J. Rodgers is the co-founder of the Company. Rodgers, J. Daniel McCranie and Camillo Martino are participants in the solicitation of proxies from stockholders in connection with the 2017 Annual Meeting of Stockholders (the "Annual Meeting") of the Company. Rodgers intends to file a proxy statement (the "Proxy Statement") with the Securities and Exchange Commission (the "SEC") in connection with his solicitation of proxies for the Annual Meeting. No decision has been made by the participants at this time as to any response by the participants to the Company's consent solicitation relating to certain corporate governance changes.
Rodgers owns or controls voting of 8,625,619 shares of the Company's common stock. Neither of the other participants owns or controls voting of any shares of the Company's common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting.
Promptly after filing its definitive Proxy Statement with the SEC, Rodgers intends to mail the definitive Proxy Statement and a proxy card pursuant to applicable SEC rules. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT RODGERS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, copies of the definitive Proxy Statement and any other documents filed by Rodgers with respect to the Company with the SEC in connection with the Annual Meeting or, if applicable, any response by the participants to the Company's consent solicitation, at the SEC's website ( http://www.sec.gov). In addition, copies of such materials, when available, may be requested free of charge from Rodgers's proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016 or toll-free at (800) 322-2885.
About T.J. Rodgers
T.J. Rodgers co-founded Cypress Semiconductor Corporation in 1982 and served as the Company's President and Chief Executive Officer until April 2016 and as a member of its Board of Directors until August 2016. He is a former chairman of the Semiconductor Industry Association (SIA) and SunPower Corp. and currently sits on the boards of directors of high-technology companies, including Bloom Energy (fuel cells), Enphase (solar energy electronics), WaterBit (precision agriculture) and Enovix (silicon lithium-ion batteries). He has been honored for his foundational support over a 20-year period of the Second Harvest Food Bank of Santa Clara and San Mateo Counties and the California Association of African American Educators. Rodgers received his bachelor's degree from Dartmouth College, graduating as salutatorian with majors in chemistry and physics. He received his master's degree and Ph.D. in electrical engineering from Stanford University. While pursuing his Ph.D. degree, Rodgers invented the VMOS process technology, which he later licensed to American Microsystems, Inc.
To view the original version on PR Newswire, visit: http://www.prnewswire.com/news-releases/cypress-semiconductors-largest-individual-stockholder-tj-rodgers-nominates-two-highly-qualified-candidates-for-board-of-directors-300411766.html
SOURCE T.J. Rodgers
Cypress Semiconductor Corp.
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