CYPRESS SEMICONDUCTOR CORPORATION (NASDAQ:CY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June11, 2017, H. Raymond Bingham submitted a letter to the
Board of Directors (the Board) of Cypress Semiconductor
Corporation (the Company) resigning as Executive Chairman of the
Company and as a member of the Board, effective immediately, and
notifying the Board that he was declining to stand for
re-election at the Companys 2017 Annual Meeting of Stockholders.
Mr.Binghams resignation was not due to any disagreement with the
Company. A copy of the letter is attached hereto as Exhibit99.1
and incorporated herein by reference.
In connection with Mr.Binghams resignation, the Company and
Mr.Bingham entered into a mutual release agreement on June11,
2017 (the Release). to the terms of the Release, each of the
Company and Mr.Bingham agreed to release the other party from all
liability relating in any way to claims (i)asserted in or that
could have been asserted in certain litigation by T.J. Rodgers,
the Companys former President and Chief Executive Officer,
against the Company, and (ii)arising from the other partys
actions, which were known to the other party as of the time of
the execution of the Release. The foregoing summary of the
Release is qualified in its entirety by the full text of the
Release, which is attached hereto as Exhibit10.1 and incorporated
herein by reference. There was no acceleration of Mr.Binghams
existing equity awards or compensation or other arrangements
entered into with Mr.Bingham in connection with his resignation
other than the Release.
Item 8.01. Other Events.
The Companys 2017 Annual Meeting of Stockholders was convened on
June8, 2017 and was adjourned to June20, 2017. The adjourned
Annual Meeting will take place at 10:00 a.m.Pacific Daylight Time
at the Companys principal executive offices located at 198
Champion Court, San Jose, California 95134. The record date for
the meeting will remain April18, 2017.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
|
Exhibit No. |
|
Description |
|
10.1 |
Release, dated June11, 2017. |
|
|
99.1 |
Letter, dated June11, 2017. |
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 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; our financial and
operational performance; the composition of our Board of
Directors; our 2017 Annual Meeting of Stockholders; 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 Current Report on
Form8-K. 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 Managements
Discussion and Analysis of Financial Condition and Results of
Operations sections in our most recent Annual Report on
Form10-K and our other filings with the Securities and Exchange
Commission. We assume no responsibility to update any such
forward-looking statements.
About CYPRESS SEMICONDUCTOR CORPORATION (NASDAQ:CY)
Cypress Semiconductor Corporation delivers solutions from automotive, industrial and networking platforms to interactive consumer and mobile devices. The Company’s segments include Programmable Systems Division, Memory Products Division, Data Communications Division and Emerging Technologies Division. The Programmable Solutions Division designs and develops solutions for end-product manufacturers. The Memory Products Division designs and manufactures portfolio of high-performance memories for embedded systems. The Data Communications Division focuses on solutions for industrial, handset and consumer applications. The Emerging Technologies Division consists of its subsidiaries, AgigA Tech, Inc. and Deca Technologies, Inc. Its product portfolio includes NOR flash memories, Traveo microcontrollers, programmable system-on-chip solutions, CapSense capacitive touch-sensing controllers, and Wireless Bluetooth Low-Energy and universal serial bus (USB) connectivity solutions.