On September 21, 2017, the Board of Directors (the “Board”) of Cypress Semiconductor Corporation (the “Company”) appointed Jeffrey J. Owens as a new member of the Board. Mr. Owens recently retired from Delphi Automotive PLC as Executive Vice President and Chief Technology Officer and brings to the Company more than 40 years of experience in a variety of technology, engineering and operating leadership roles. The appointment was effective September 25, 2017. The Board also appointed Mr. Owens to serve on the Compensation Committee of the Board. Mr. Owens will stand for reelection at the Company’s next annual meeting of stockholders (currently scheduled for May 2018).

In accordance with the Company’s non-employee director compensation policy, Mr. Owens received: (a) an initial equity grant of restricted stock units (with a value of approximately $200,000), which vests in three equal annual installments, with the first tranche vesting on September 25, 2018, and (b) a pro-rated annual equity grant of restricted stock units (with a value of approximately $133,333), which vests in full on the day before the Company’s next annual meeting of stockholders (currently scheduled for May 2018).

A copy of the Company’s press release announcing the election of Mr. Owens is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On September 21, 2017, the Board amended Section 2.11(d) of Article II of the Company’s Amended & Restated Bylaws (the “Bylaws”) to clarify certain requirements for taking stockholder action by written consent without a meeting. The Board also amended Section 3.2 of Article III of the Bylaws to adjust the size of the Board from a set number of seven (7) directors to a range of seven (7) to nine (9) directors, with such number to be fixed from time to time by the Board. In addition, the Board amendedArticle X of the Bylaws to change the sole and exclusive forum for certain types of legal actions, unless the Company consents to the selection of an alternative forum, from the State of California to the State of Delaware.

The foregoing summary of the Bylaws is qualified in its entirety by reference to the full text of the Amended & Restated Bylaws which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

(d) Exhibits

CYPRESS SEMICONDUCTOR CORP /DE/ Exhibit
EX-3.1 2 amendedrestatedbylaws.htm EXHIBIT 3.1 Exhibit EX 3.1AMENDED & RESTATED BYLAWSOFCYPRESS SEMICONDUCTOR CORPORATIONEffective September 21,…
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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.