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PMC®
, the semiconductor innovator transforming networks that
connect, move and store big data, and Relational Investors LLC (“Relational”),
a major PMC stockholder, today announced a mutual cooperation agreement giving
Relational an option to appoint one director to serve on PMC's Board of
Directors.
The mutual cooperation agreement provides Relational with an option to appoint
one director to the PMC Board of Directors and its Compensation Committee,
either Relational's Principal and Co-Founder, Ralph Whitworth, or Kirt Karros,
its Principal and Managing Director. This option may be exercised at
Relational's election from August 1, 2013 through thirty days prior to the
expiration of the notice period specified in the Company's advance notice
bylaw related to nominations of directors at the 2014 Annual Meeting of
Stockholders. Should either Mr. Karros or Mr. Whitworth join the Company's
Board, PMC agrees to re-nominate Relational's appointee at the Company's 2014
Annual Meeting of Stockholders for a customary one-year term. The mutual
cooperation agreement will terminate no later than July 1, 2014 unless
Relational has exercised its option to appoint its nominee to the Board.
The agreement provides that for its duration, Relational will not submit any
nominations for election to the Board or stockholder proposals and will vote
in favor of the election of each of PMC's Board nominees.
Relational, a $5 billion private investment fund, began investing in PMC in
early 2011 and, as of November 8, 2012, owned approximately 8.9% of PMC's
outstanding common stock.
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