PMC® (Nasdaq:PMCS), 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.
“PMC is delivering the infrastructure solutions that enable smartphones, tablets and compute devices to connect, move and store digital content, which we believe will create long-term growth opportunities for the Company,” said Greg Lang, president and chief executive officer of PMC. “We appreciate the support of Relational and remain focused on achieving our strategic objectives and driving value for our stockholders.”
“We believe PMC is well positioned within the semiconductor industry and have confidence in management’s ability to execute on its stated strategy,” said Ralph Whitworth, Principal and Co-Founder of Relational. “We look forward to continuing to engage with the management team.”
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.