Conexant Systems DEFA14A 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
Conexant Systems, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
TABLE OF CONTENTS
CONEXANT SYSTEMS, INC.
SUPPLEMENT TO PROXY STATEMENT
ANNUAL MEETING OF SHAREOWNERS
to be held on
FEBRUARY 18, 2009
To the Holders of Common Stock of Conexant Systems, Inc.:
The proxy statement of Conexant Systems, Inc. (the Company) dated January 6, 2009 relating to the Companys 2009 Annual Meeting of Shareowners to be held on February 18, 2009, which we first made available to shareowners beginning on January 6, 2009, inadvertently omitted certain bonus information in the table entitled Summary Compensation Table Fiscal Years 2008 and 2007 on page 18 of the proxy statement and in the table entitled Grants of Plan-Based Awards Fiscal Year 2008 on page 20 of the proxy statement. This bonus information was contained in the Compensation Discussion and Analysis section of the proxy statement under the heading Short-Term Incentive Compensation on pages 11 13 of the proxy statement. The purpose of this Supplement is to amend and restate the Summary Compensation Table Fiscal Years 2008 and 2007 and the table setting forth Grants of Plan-Based Awards Fiscal Year 2008 to correct these inadvertent omissions.
Except as amended by this Supplement, all information set forth in the proxy statement remains unchanged. Please also note that this Supplement does not change the proposals to be acted upon at the Annual Meeting, which are described in the proxy statement.
Summary Compensation Table Fiscal Years 2008 and 2007
The following table sets forth the total compensation earned or paid to our principal executive officer, principal financial officer and other named executive officers, who served in such capacities during fiscal year 2008 for services rendered in fiscal years 2008 and 2007.
(A) The following table provides detail of amounts shown in the All Other Compensation column of the Summary Compensation Table Fiscal Years 2008 and 2007 for perquisites paid during fiscal 2008.
Grants of Plan-Based Awards Fiscal Year 2008
The following table provides information relating to plan-based awards granted to the named executive officers during the fiscal year ended October 3, 2008.
REVOCABILITY OF PROXIES
If you are a shareowner of record, you may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting by giving written notice of revocation to the Secretary prior to the Annual Meeting, by submitting a valid proxy bearing a later date (including a proxy submitted over the Internet or by telephone), or by attending the Annual Meeting and voting in person. For shares that are not registered in your name, you may change your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares at the
Annual Meeting, by attending the meeting and voting in person.
Our shareowners who received a Notice of Internet Availability can refer to that document for instructions on how to access a copy of the proxy materials for the Annual Meeting and to submit a proxy for voting at the Annual Meeting. If you received a printed copy of the proxy statement, instructions for submitting a proxy for voting at the Annual Meeting are included in the separate Proxy Card or Voting Instruction Form that accompanied the proxy statement you received. If you would like to request a Proxy Card to use to vote at the Annual Meeting or to revoke a previously-submitted proxy and change your vote, you may do so by contacting Broadridge at 1-800-579-1639 if you are a shareowner of record. If you are not a shareowner of record, you may contact your broker, bank or other nominee holding your shares to request a new Voting Instruction Form.
TRANSACTION OF OTHER BUSINESS
At the date hereof, there are no matters, other than those described in the proxy statement, that the Board of Directors intends to present, or has reason to believe others will present, at the Annual Meeting. If any other matters come before the Annual Meeting, the persons named in the Companys form of proxy will vote in accordance with their best judgment with respect to such matters.
February 6, 2009