SAN JOSE, Calif., March 15, 2017 /PRNewswire/ -- Cypress
Semiconductor Corporation ("Cypress") (NASDAQ: CY) today announced that independent proxy advisory firm Glass, Lewis & Co.,
LLC ("Glass Lewis") has recommended that Cypress stockholders consent FOR the elimination of cumulative voting.
Glass Lewis is the second leading independent proxy advisory firm to recommend that Cypress stockholders consent FOR
management's proposal to eliminate cumulative voting, following a recommendation issued by Institutional Shareholder Services
("ISS") on March 13, 2017, as previously announced.
The Company issued the following statement:
"We are pleased that Glass Lewis, another leading independent proxy advisory firm, has shown their full support of our
decision to eliminate cumulative voting, an outcome that further highlights the potential risks stockholders face should this
change not occur. We strongly urge stockholders to follow both ISS and Glass Lewis' recommendations and return the WHITE
consent card."
As previously disclosed, Cypress began evaluating eliminating cumulative voting and adopting majority voting and proxy access
prior to receiving the notice from Mr. Rodgers on February 3, 2017, that he was nominating two
individuals for election at the Company's 2017 Annual Meeting of Stockholders.
In making its recommendation, Glass Lewis noted1:
- "…we believe the board has provided sufficient rationale for these governance changes and agree that shareholders
overall will benefit from exchanging their cumulative voting rights in favor of majority voting and proxy access."
Cypress urges stockholders to act promptly to sign and return the WHITE consent card today. Even if you return
the GOLD consent card at any point, you can still vote using Cypress' WHITE consent card. If you have any questions
about executing or delivering your WHITE consent card or require assistance, please contact our consent solicitor, Okapi
Partners at (212) 297-0720 or toll-free at (877) 285-5990.
Important Information and Where to Find It
The Company, its directors and certain of its executive officers and employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the Company's 2017 annual meeting of stockholders (the "2017 Annual
Meeting").
The Company plans to file a proxy statement with the SEC in connection with the solicitation of proxies for the 2017 Annual
Meeting (the "2017 Proxy Statement"), together with a WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE 2017 PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE
SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional
information regarding the identity of these potential participants and their direct or indirect interests, by security holdings
or otherwise, will be set forth in the 2017 Proxy Statement and other materials to be filed with the SEC in connection with the
2017 Annual Meeting.
Stockholders will be able to obtain, free of charge, copies of the 2017 Proxy Statement, any amendments or supplements thereto
and any other documents (including the WHITE proxy card) when filed by the Company with the SEC in connection with the 2017
Annual Meeting at the SEC's website (http://www.sec.gov), at the Company's
website (https://www.cypress.com) or via the Company's Investor Relations
portal (http://investors.cypress.com/contactus.cfm). In
addition, copies of the proxy materials, when available, may be requested from the Company's proxy solicitor, Okapi Partners LLC,
at (212) 297-0720 or toll-free at (877) 285-5990.
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 proposed governance changes, including changes regarding the removal
of cumulative voting, the adoption of majority voting provisions and the adoption of proxy access provisions; our Cypress 3.0
strategy; the composition of our Board of Directors; our 2017 Annual Meeting; the Company's financial performance; our
corporate governance policies and practices; our plans to file certain materials with the SEC; and the possible resolution of any
pending legal proceedings. 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: our inability to obtain stockholder approval on our proposed governance
changes; 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, including but not limited to the continuing integration of Spansion and the recent
acquisition of Broadcom's wireless IoT business; 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.
About Cypress
Founded in 1982, 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.
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
_______________________________________
1 Permission to quote from the Glass Lewis report was neither sought nor obtained.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/glass-lewis-becomes-second-leading-proxy-advisory-firm-to-recommend-that-cypress-stockholders-consent-for-elimination-of-cumulative-voting-300424402.html
SOURCE Cypress Semiconductor Corp.