TMCnet News
CypressFirst Comments on Cypress Semiconductor Supplemental Proxy DisclosuresSAN JOSE, Calif., May 19, 2017 /PRNewswire/ -- Camillo Martino and J. Daniel McCranie, nominees for election to the Cypress Semiconductor Corporation (NASDAQ: CY) ("Cypress" or "the Company") Board of Directors at the 2017 Annual Meeting of Stockholder scheduled to be held on June 8, 2017, and T.J. Rodgers, founder and former CEO of Cypress and the Company's largest individual stockholder, (collectively "CypressFirst") today issued an open letter to Cypress stockholders regarding the inadecquacies of the Cypress Semiconductor Supplemental Disclosures released on May 18, 2017. The full text of the letter is reprinted below. The CypressFirst letter, urging Cypress Semiconductor stockholders to vote the GOLD proxy card FOR the election of Dan McCranie and Camillo Martino, can be found at www.CypressFirst.com or on the website of the Securities and Exchange Commission (www.sec.gov). * * * * * May 19, 2017 Cypress's Latest Proxy Disclosures Continue to Mislead Stockholders Dear Fellow Cypress Stockholders: On April 24, 2017, T.J. Rodgers filed a second complaint with the Delaware Court of Chancery identifying multiple misstatements and omissions in the Cypress proxy statement issued on April 19, 2017. The Delaware Court has scheduled expedited hearings on May 22, 2017 and June 1, 2017 to address Rodgers' claims that Cypress's proxy disclosures are incorrect. In response to Rodgers' identification of massive inaccuracies in the original Cypress proxy statement, on May 18, 2017, Cypress issued a supplement to its proxy statement that in three single-spaced pages attempts to correct the many inaccurate and incomplete disclosures originally made to Cypress stockholders. In the "supplement," Cypress materially changed its original story and disclosed certain additional facts:
The misleading disclosures and omissions in the Cypress supplement reconfirm the current Cypress directors' continuing unwillingness to be completely candid with Cypress stockholders. Instead of telling the truth, the incumbent Cypress directors are still covering up the Board's mishandling of Bingham's irreconcilable conflicts. We are committed to presenting the whole story to the Cypress stockholders and we will continue to push forward with our efforts to secure appropriate relief from the Delaware Court to share all relevant information with the Cypress stockholders prior to the annual meeting on June 8, 2017. We appreciate your support and strongly recommend your prompt vote on the GOLD Proxy FOR Dan McCranie and Camillo Martino to be elected to the Cypress Board. Sincerely, /s/ J. Daniel McCranie /s/ Camillo Martino /s/ T.J. Rodgers
MAKE YOUR VIEWS CLEAR TO THE BOARD BY AUTHORIZING A PROXY TO VOTE FOR EACH PROPOSAL BY FOLLOWING THE INSTRUCTIONS ON THE GOLD PROXY CARD. IF YOU JUST SIGN AND RETURN THE GOLD CARD, YOUR VOTES WILL BE MADE ACCORDING TO THE GOLD CARD RECOMMENDATIONS. Do not return any white proxy card that you may receive from the Company relating to the Annual Meeting, even as a protest vote. If you have already submitted a white proxy card to the Company relating to the Annual Meeting, it is not too late to change your vote. To revoke your prior proxy and change your vote, simply sign, date and return the GOLD proxy card. For more information about the CypressFirst nominees, please read the CypressFirst Proxy Statement. The CypressFirst Proxy Statement, the Post-Trial Opinion (http://cypressfirst.com/pdf/Post-Trial-Opinion.pdf) of the Delaware Court of Chancery in the Section 220 litigation, and Rodgers's Complaint (http://cypressfirst.com/pdf/Second-Complaint.pdf) against the Cypress Board of Directors for their misstatements and omissions in Cypress' proxy materials, and other related materials are online at www.CypressFirst.com. To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/cypressfirst-comments-on-cypress-semiconductor-supplemental-proxy-disclosures-300460648.html SOURCE Cypress Semiconductor Corporation |