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This excerpt taken from the CNXT DEF 14A filed Jan 8, 2010. Background
The terms of the 2010 Plan provide for the grant of stock
options, restricted stock, restricted stock units, stock
appreciation rights, other stock-related awards, and performance
awards that may be settled in cash, stock, or other property.
This excerpt taken from the CNXT DEF 14A filed Jan 3, 2008. Background
We have been a public company and have been listed on the Nasdaq
Global Select Market (formerly the Nasdaq National Market) since
January 4, 1999. In October 1999, we effected a
2-for-1
stock split by means of a dividend of one share of common stock
for every outstanding share of common stock. We have
approximately 492.4 million shares of common stock
outstanding. Following spin-offs in 2002 and 2003 and our merger
with GlobespanVirata, Inc. in 2004, our shares have been trading
in the low single digits. On December 31, 2007 the closing price
of our common stock was $0.83 per share. In order to reduce the
number of shares of Conexant common stock outstanding and
thereby attempt to proportionally raise the per share price of
Conexant common stock, the Board of Directors believes that it
is in the best interests of our shareowners for the Board of
Directors to have authority to implement a reverse stock split.
Our Board of Directors believes that a reverse stock split would
be beneficial for the following reasons:
Since July 2007 our stock price has traded below $1.50 and we
are currently undergoing a resizing and refocusing of our
businesses. If this proposal is approved by shareowners, the
Board of Directors would implement a reverse stock split only if
the Board believes that it would prevent delisting from the
Nasdaq Global Select Market
and/or would
optimize the long-term value of our common stock. Given the time
and expense associated with convening a special meeting of
shareowners, which would be required
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to consider a reverse stock split at a later time, the Board of
Directors has determined that it is most efficient to seek
shareowner approval of a reverse stock split at one of four
ratios at the discretion of the Board of Directors at this
Annual Meeting.
The Board of Directors believes that shareowner approval of four
potential exchange ratios (rather than a single exchange ratio)
provides the Board of Directors with the flexibility to achieve
the desired results of a reverse stock split. If the shareowners
approve this proposal, the Board of Directors would effect a
reverse stock split only upon the Board’s determination
that a reverse stock split would be in the best interests of the
shareowners. To effect a reverse stock split, the Board of
Directors would set the timing for such a split and select the
specific ratio from among the four ratios set forth herein. No
further action on the part of shareowners would be required to
either implement or abandon the reverse stock split. If the
proposal is approved by shareowners, and the Board of Directors
determines to implement any of the reverse stock split ratios,
Conexant would communicate to the public, prior to the effective
date of the reverse split, additional details regarding the
reverse split, including the specific ratio the Board selects.
If the Board of Directors does not implement the reverse stock
split prior to the date of Conexant’s 2009 Annual Meeting
of Shareowners, the authority granted in this proposal to
implement the reverse stock split will terminate. The Board of
Directors reserves its right to elect not to proceed with, and
to abandon, the reverse stock split if it determines, in its
sole discretion, that the reverse stock split would not be in
the best interests of our shareowners.
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