Former Cypress CEO Secures Order for Added Disclosures Ahead of Stockholder Vote
The Delaware Court of Chancery on Thursday postponed the annual stockholder meeting of Cypress Semiconductor Inc. and ordered the company to make additional…
June 07, 2017 at 10:49 AM
4 minute read
The original version of this story was published on Law.com
The Delaware Court of Chancery on Thursday postponed the annual stockholder meeting of Cypress Semiconductor Inc. and ordered the company to make additional disclosures related to alleged conflicts of interest on its board.
The ruling came just one week before investors were scheduled to meet to elect two new board members in the midst of a heated proxy fight launched by T.J. Rodgers, the firm's founder and former CEO. Rodgers, who won a books-and-records suit against Cypress in April, had accused the company's directors of overpaying its current executive chairman, H. Raymond Bingham, and hiding his involvement with a competitor.
At a hearing in Wilmington, Chancellor Andre G. Bouchard halted the June 8 shareholder meeting until investors can sift through new information that was not included in earlier filings with the U.S. Securities and Exchange Commission.
An order, entered June 2, instructed Cypress to turn over documents related to consolidation in the semiconductor industry and the long-term strategic plan of Canyon Bridge Capital Partners, one of Cypress' direct competitors where Bingham also serves as a managing partner. Another disclosure relates to payments Canyon Bridge made to Bingham's executive assistant at Cypress for work she did on a part-time basis for Canyon Bridge.
Rodgers has argued that the Bingham's dual roles at the firms amount to “irreconcilable conflicts of interest” in violation of Cypress policies and that the board breached its duty of candor by failing to disclose Bingham's involvement with Canyon Bridge. He has pointed specifically to Canyon Bridge's recent acquisition of Lattice Semiconductor, a company Cypress considered purchasing twice before, and he challenged Bingham's annual compensation of nearly $4.5 million—more than twice the salary of the company's other directors.
Rodgers is using the suit to target Bingham's seat on the Cypress board, as he pushes two candidates to replace Bingham and director Eric Benhamou. Bingham and the Cypress board have dismissed the allegations and accused Rodgers of carrying out a “personal vendetta” after he was forced out of the company last August.
On Monday, Rodgers confirmed that the shareholder meeting and election would be pushed back to June 20 in New York.
“The simple fact is that the board and its lead independent director [Benhamou] are either unwilling or incapable of managing Bingham's conflicts. This leaves it up to you to prevent those conflicts from damaging Cypress—which you can do by voting Bingham and Benhamou off the board,” he said in a letter to Cypress stockholders.
Cypress responded Monday with its own plea to investors, attacking Rodgers and denying any impropriety in its disclosures.
“Our board is committed to good governance and transparency, and the supplemental filing simply provides additional detail on facts we have previously shared with our stockholders. We are disappointed by Rodgers' continued efforts to mischaracterize the Cypress board as disingenuous and with his false assertions about the timing of our proxy filings,” the company said.
An attorney for Rodgers declined to comment on the case, and counsel for Cypress did not respond to a call seeking comment on Bouchard's ruling.
Rodgers was represented by Kevin G. Abrams, J. Peter Shindel Jr. and April M. Ferraro of Abrams & Bayliss.
Bingham and the Cypress directors were represented by Edward B. Micheletti, Cliff C. Gardner, Matthew P. Majarian, Lilianna Anh P. Townsend and Richard G. Rice of Skadden, Arps, Slate, Meagher & Flom and Gregory P. Williams, Robert L. Burns and Sarah A. Galetta of Richards, Layton & Finger.
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