Issues Letter to Cypress Stockholders to Help Them Make More Informed Decision

SAN JOSE, Calif., March 8, 2017 — (PRNewswire) —  T.J. Rodgers, founder and former CEO, President and Director of Cypress Semiconductor Corp. (NASDAQ: CY) ("Cypress" or "the Company"), and the Company's largest individual stockholder, today filed a preliminary consent information statement (the "CypressFirst Consent Information Statement") with the Securities and Exchange Commission ("SEC") related to the solicitation of consents for the approval of an amendment to the Company's charter to eliminate cumulative voting in the election of directors (the "Consent Solicitation").

As he has previously stated, Mr. Rodgers is NOT making any recommendation with respect to the Consent Solicitation and intends to vote his shares in proportion with the Company's other stockholders who have executed valid consents. Mr. Rodgers has nominated two highly qualified candidates, semiconductor industry veterans Dan McCranie and Camillo Martino, for election to the Cypress Board of Directors at the 2017 Annual Meeting of Stockholders. Mr. Rodgers has filed the preliminary CypressFirst Consent Information Statement and accompanying stockholder letter because he believes that the Company has failed to provide stockholders with the context and analysis they need to make an informed decision in the Consent Solicitation.  

The preliminary CypressFirst Consent Information Statement and accompanying stockholder letter, along with other important documents related to these matters, can be found at www.CypressFirst.com. Portions of Mr. Rodgers' stockholder letter are set forth below:

Dear Fellow Stockholders of Cypress Semiconductor Corporation:

I am the co-founder of Cypress Semiconductor Corporation, a Delaware corporation ("Cypress" or the "Company") and the Company's largest non-institutional stockholder controlling the vote of an aggregate of 8,625,629 shares of common stock, par value $0.01 per share (the "Common Stock") of the Company.  I have nominated two highly qualified director candidates, J. Daniel McCranie and Camillo Martino, for election to the Company's board of directors (the "Board") at the Company's upcoming 2017 annual meeting of stockholders (the "2017 Annual Meeting").

I did so because I believe that the Board needs new directors who will ensure that the Company is being run in a manner consistent with the best interests of stockholders. Both Mr. McCranie and Mr. Martino are highly qualified, with backgrounds in Board leadership and deep knowledge of the semiconductor industry, to serve stockholders.  They need to help address what I believe to be significant governance deficiencies within the Board, as well as conflicts of interest and other challenges ahead in order to make Cypress a stronger, more profitable, and ultimately more valuable company.

My nominations of Messrs. McCranie and Martino are NOT about T.J. Rodgers trying to take control of the Company he founded.  Neither Dan McCranie nor Camillo Martino is under my control.  These nominations are only aimed at making sure that my investment, like yours, is being governed properly by the Cypress Board.

For the past several months, I have made continued genuine efforts to engage privately with the Board regarding the Company's Executive Chairman position, which was established in 2016 and which I believe is both unnecessary and excessively costly.  I have also tried to obtain information about the dual employment of Ray Bingham as both the Company's current Executive Chairman and as a founding partner of a private equity buyout group funded and backed by the government of the People's Republic of China that focuses on acquisitions in the semiconductor industry.  My concern is that Mr. Bingham's dual employment presents serious conflicts of interest that may be irreconcilable.

My efforts to address these matters privately have met with no success, so I had to submit a demand letter in accordance with applicable law for the Company's books and records to obtain further information. Despite my request for information as provided by applicable law, the Board has refused to provide the requested information.

It was against this background that I felt I had no choice but to file the required papers to nominate Messrs. McCranie and Martino for election to the Cypress Board.  They are both highly qualified semiconductor veterans with excellent experience in semiconductor operations and corporate governance, and I believe they will be able to work internally within the Board to address the issues that the Board has proved to be unwilling to address directly with me.  I did so privately in the continued hope that I could work out a compromise.  However, after the Board conducted perfunctory interviews of Mr. McCranie and Mr. Martino, the Cypress Board merely offered a "settlement proposal" that would have involved adding Mr. McCranie to the Board if and only if I dropped everything related to the conflict of interest and excess compensation matters and signed a "standstill" arrangement where I would make no claims and run no candidates until after the Company's 2018 annual meeting of stockholders.  I responded that both directors would be excellent additions and that the Board needed to address the conflict of interest and excess compensation issues as a prelude to any standstill arrangement.  I made it clear that I was willing to continue to discuss these points. 

The Board never responded to my request to continue discussions.  Rather, the Board cut off all communications concerning a settlement and instead filed a consent solicitation statement (the "Cypress Consent Solicitation Statement") relating to the Board's consent solicitation to eliminate cumulative voting (the "Consent Solicitation").

I think the purpose of the Consent Solicitation is clear: to try to reduce significantly the chances that Messrs. McCranie and Martino will be elected by the stockholders. The mathematics are simple.  If cumulative voting were retained and the size of the Board remained at seven people, I would need to obtain proxies of 25% of the shares voting on the election of directors at the 2017 Annual Meeting (including the shares I control) to elect both Messrs. McCranie and Martino, and 12.5% (including the shares I control) to elect one of them.  In contrast, if cumulative voting is eliminated, I would need to obtain proxies of a majority of the votes cast for the election of directors among the Company's stockholders. Eric Benhamou, the lead independent director of the Board, has admitted the Board's purpose by publicly stating that the timing of the Consent Solicitation is a direct response to my submission of nominees for the 2017 Annual Meeting.

Nevertheless, I am NOT asking you to vote against the matters covered by the Consent Solicitation. The Board has approved certain changes to the bylaws of the Company ("Bylaws"), that are expressly contingent on your vote to approve an amendment to the Company's certificate of incorporation (the "Charter") to remove cumulative voting, as described below and in greater detail elsewhere in this Consent Information Statement. I think that is a choice that you should make without regard to the election of directors at the 2017 Annual Meeting.  For that reason, the proxy I am soliciting from you will allow you to vote in favor of removing cumulative voting, against removing cumulative voting or to abstain.  If you return a GOLD proxy to me but don't choose one of those alternatives, I will vote your shares proportionately with the vote of other stockholders so that the proxy you give won't affect the vote disproportionately.

The proposed Bylaw changes that are tied to your vote on removing cumulative voting are (i) the adoption of a majority vote standard for the election of directors in uncontested elections and a plurality vote standard for the election of directors in contested elections and (ii) the implementation of a form of "proxy access" where a limited number of stockholders can run candidates for Board membership without filing a separate proxy statement. The amendment to the Charter and the Bylaw amendments are referred to as the "Governance Proposals." The text of the proposed amendment to the Charter and the proposed amendments to the Bylaws, as provided in the Cypress Consent Solicitation Statement filed on February 28, 2017 with the Securities and Exchange Commission, are included in Annex A to this Consent Information Statement.

So if I'm not trying to ask for a specific vote on the Consent Solicitation, why am I sending you this Consent Information Statement and proxy?  The reason is simple: I don't believe that the Cypress Consent Solicitation Statement from the Board gives you the full circumstances or adequately describes how the Board is attempting to affect your vote.  I want you to have the full context of what the Cypress Board is attempting to do so you can make an informed decision.