CY » Topics » BOARD STRUCTURE AND COMMITTEES

This excerpt taken from the CY DEF 14A filed Apr 8, 2009.

BOARD STRUCTURE AND COMMITTEES

Eric A. Benhamou serves as Chairman of our Board of Directors. In 2008, our Board held a total of seventeen (17) meetings, of which four (4) were regularly scheduled meetings, seven (7) were telephonic meetings of the full Board, and six (6) were meetings held by the special committees set up by the Board to handle special tasks during fiscal year 2008. Every director attended at least 75% of the number of Board meetings that they were required to attend, and at least 75% of the meetings of the committees of the Board on which the director served. Our “non-management” (who are all independent) directors met four (4) times in executive sessions during regularly scheduled Board meetings in the 2008 fiscal year. Mr. Benhamou presided over all executive sessions of our directors, as defined under the rules of the NYSE. Directors are expected, but not required to attend annual meetings of stockholders. All of our directors attended the 2008 Annual Meeting of stockholders.

 

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Interested parties are able to make their concerns known to the non-management independent directors by electronic mail to CYBOD@cypress.com, or in writing addressed to the Chairman of the Board of Directors, c/o Corporate Secretary, Cypress Semiconductor Corporation, 198 Champion Court, San Jose, California 95134.

The Board has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and an Operations Committee. The membership and functions of each committee in 2008 are described in the table below:

 

Director        Audit    
    Committee    
       Compensation    
    Committee    
       Nominating and    
    Corporate    
    Governance    
    Committee     
       Operations    
    Committee    

W. Steve Albrecht

   Chairman         Member     

Eric A. Benhamou

   Member    Chairman          

Lloyd Carney

   Member    Member          

James R. Long

        Member    Chairman     

J. Daniel McCranie

   Member              Member

Evert van de Ven

             Member    Member

T.J. Rodgers

                   
This excerpt taken from the CY DEF 14A filed Apr 7, 2008.

BOARD STRUCTURE AND COMMITTEES

Eric A. Benhamou serves as Chairman of our Board of Directors. The Board held a total of seven (7) meetings during our 2007 fiscal year, which ended on December 30, 2007. In 2007 the Board also set up special committees to handle specific tasks. The special committees met four (4) times in fiscal year 2007. Every director attended at least 75% of the number of Board meetings that they were required to attend, and at least 75% of the meetings of the committees of the Board on which the director served. Our “non-management” (who are all independent) directors met four (4) times in executive sessions during regularly scheduled board meetings in the 2007 fiscal year. Mr. Benhamou presided over all executive sessions of our directors, as defined under the rules of the NYSE.

Interested parties are able to make their concerns known to the non-management independent directors by electronic mail to CYBOD@cypress.com, or in writing addressed to the Chairman of the Board of Directors, c/o Corporate Secretary, Cypress Semiconductor Corporation, 198 Champion Court, San Jose, California 95134.

 

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The Board of Directors has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and an Operations Committee. The membership and functions of each committee in 2007 are described in the table below:

 

Director

   Audit Committee    Compensation
Committee
   Nominating and
Corporate Governance
Committee
  Operations Committee

W. Steve Albrecht

   Chairman       Member(1)  

Eric A. Benhamou

   Member    Chairman     

Lloyd Carney

   Member    Member     

James R. Long

      Member    Chairman  

J. Daniel McCranie

   Member         Member

Evert van de Ven

         Member   Member

T.J. Rodgers

          

 

(1)    Mr. Albrecht became a member of the Nominating and Corporate Governance Committee in February 2008.

This excerpt taken from the CY DEF 14A filed Mar 30, 2007.
BOARD STRUCTURE AND COMMITTEES

     Eric A. Benhamou serves as Chairman of our Board of Directors. The Board held a total of eight (8) meetings during our 2006 fiscal year, which ended on December 31, 2006. Every director attended at least 75% of the number of Board meetings that they were required to attend, and at least 75% of the meetings of the committees of the Board on which the director served. Our “non-management” (who are all independent) directors met four (4) times in executive sessions during regularly scheduled Board meetings in the 2006 fiscal year. Mr. Benhamou presided over all executive sessions of our directors, as defined under the rules of the NYSE.

     Interested parties are able to make their concerns known to the non-management independent directors by electronic mail to CYBOD@cypress.com, or in writing addressed to the Chairman of the Board of Directors, c/o Corporate Secretary, Cypress Semiconductor Corporation, 198 Champion Court, San Jose, California 95134.

     The Board of Directors has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and an Operations Committee. The membership and functions of each committee in 2006 is described in the table below:

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      Nominating and   
      Corporate   
  Audit  Compensation  Governance  Operations 
Director  Committee  Committee  Committee  Committee 
  W. Steve Albrecht  Chairman       
  Eric A. Benhamou  X Chairman     
  Lloyd Carney  X X    
  James R. Long    X Chairman   
  J. Daniel McCranie  X     X
  Alan F. Shugart(1)      X  
  Evert van de Ven      X X
  T.J. Rodgers         
 

(1)     Mr. Shugart retired from the Board of Directors in May 2006.


This excerpt taken from the CY DEF 14A filed Mar 30, 2006.
BOARD STRUCTURE AND COMMITTEES

     Eric A. Benhamou serves as Chairman of our Board of Directors. The Board held a total of seven (7) meetings during our 2005 fiscal year, which ended on January 1, 2006. Every director attended at least 75% of the number of meetings of the Board and of the committees of the Board on which the director served.

     Our “non-management” directors met four (4) times in executive sessions during regularly scheduled Board meetings in the 2005 fiscal year. Mr. Benhamou presided over all executive sessions of our directors, as defined under the rules of the NYSE. Our independent directors held one (1) executive session in fiscal year 2005 pursuant to NYSE requirements.

     Interested parties are able to make their concerns known to the non-management independent directors by electronic mail to CYBOD@cypress.com, or in writing addressed to the Chairman of the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Cypress Semiconductor Corporation, 198 Champion Court, San Jose, California 95134.

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     The Board of Directors has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and an Operations Committee. The current membership and functions of each committee are described in the table below:

 
 
 
Director 
 
 
Audit 
Committee(1) 
 
 
Compensation 
Committee 
Nominating and
Corporate 
Governance 
Committee 
 
 
Operations 
Committee 
 W. Steve Albrecht  Chairman       
 Eric A. Benhamou  X  Chairman     
 Lloyd Carney  X  X     
 James R. Long    X  Chairman   
 J. Daniel McCranie  X      X 
 Alan F. Shugart      X   
 Evert van de Ven      X  X 
 T. J. Rodgers         

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