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

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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 July 6, 2017, Wilbert van den Hoek resigned from his position as director of Cypress Semiconductor Corporation (the “Company”). At the time of his resignation, Mr. van den Hoek was a member of the Company’s Audit and Compensation Committees.

Mr. van den Hoek resigned due to a disagreement with the Company’s Board of Directors (the “Board”) regarding the Company’s entry into a cooperation and settlement agreement, dated June 30, 2017 (the “Agreement”), with T.J. Rodgers and certain entities affiliated with him, as previously disclosed by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2017, the Board’s decision to eliminate the Operations Committee of the Board and the Board’s handling of the proxy contest with CypressFirst. Mr. van den Hoek furnished a letter to the members of the Board concerning the circumstances surrounding his resignation, a copy of which is attached to this Current Report on Form 8-K as Exhibit 17.1.

The Board, excluding Mr. van den Hoek, unanimously supports the Company’s entry into the Agreement, stands by its actions taken to date and disagrees with Mr. van den Hoek’s contentions. to Item 5.02(a)(3) of Form 8-K, this Current Report on Form 8-K has been provided to Mr. van den Hoek. The Company will promptly file any letter provided by Mr. van den Hoek in relation thereto by amendment to this Current Report on Form 8-K.

Item 5.02

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

17.1

Letter, dated July 6, 2017.


CYPRESS SEMICONDUCTOR CORP /DE/ Exhibit
EX-17.1 2 resignationletter.htm EXHIBIT 17.1 Exhibit EXHIBIT 17.107-01-2017To: W. Steve Albrecht,…
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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.