This excerpt taken from the CNXT DEF 14A filed Jan 8, 2010.
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.
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
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 Boards 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 Conexants 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.