Under the terms of the agreement, Cypress and Rodgers have entered into a standstill and mutual non-disparagement agreement through the earlier of (i) May 31, 2019 and (ii) the conclusion of the 2019 Annual Meeting, so long as Dan McCranie and Camillo Martino ("the Rodgers Nominees") are nominated by the Cypress Board for election at the 2018 and 2019 Annual Meetings. Cypress' Board is obligated to nominate McCranie and Martino for re-election at the 2018 and 2019 Annual Meeting of Stockholders unless the Board unanimously (other than the Rodgers Nominees) determines in good faith that nominating either or both of the Rodgers Nominees would be detrimental to the Company. Rodgers has also agreed to terminate all existing ligation against Cypress brought in connection with the contested election at the 2017 Annual Meeting. Cypress has agreed to reimburse Rodgers for expenses of up to $3.5 million, in connection with the 2017 proxy contest.
"We are pleased to have reached an agreement with T.J. Rodgers, which is a very positive and beneficial outcome for both the Company and our stockholders," said Steve Albrecht. "This allows Hassane and the management team to focus all of their attention on accelerating the execution of our Cypress 3.0 strategy and working closely with customers to solve the problems they care about. The Cypress Board of Directors, including our newest members, Dan McCranie and Camillo Martino, are committed to providing the support and guidance to Cypress management for this next exciting phase of our company."
"I firmly believe this agreement is in the best interest of all Cypress stakeholders, including stockholders and employees," said T.J. Rodgers. "I fully support the Cypress Board and management team's continuing efforts to drive Cypress forward and I am excited to see what the next few years bring."
The agreement between Cypress and Rodgers will be filed on a Form 8-K with the Securities and Exchange Commission, which can be accessed at www.sec.gov.
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.
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.
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SOURCE Cypress Semiconductor Corp.
|Cypress Semiconductor Corp.
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