DSPG » Topics » To Be Held June 1, 2009

This excerpt taken from the DSPG DEF 14A filed Apr 22, 2009.

To Be Held June 1, 2009

To the Stockholders of DSP GROUP, INC.:

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of DSP Group, Inc., a Delaware corporation, will be held at the New York Marriott Marquis, 1535 Broadway New York, New York 10036, on Monday, June 1, 2009, at 8:30 a.m., local time, for the following purposes:

1. Election of Directors. To elect two Class III directors, Patrick Tanguy and Avigdor Willenz, to serve until the 2012 annual meeting of stockholders or until their successors are elected and qualified;

2. Amendment and Restatement of the 1993 Employee Stock Purchase Plan. To ratify and approve an amendment and restatement to the Company’s 1993 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder from 1,500,000 shares to 2,000,000 shares;

3. Selection of Independent Auditors. To ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent auditors for the year ending December 31, 2009; and

4. To transact such other business as may properly come before the annual meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement which is attached and made a part hereof.

Our board of directors has fixed the close of business on April 3, 2009 as the record date for determining the stockholders entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof.

Whether or not you expect to attend the annual meeting in person, you are urged to mark, sign, date and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope provided to ensure your representation and the presence of a quorum at the annual meeting. Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be returned to ensure that all of your shares will be voted. If you send in your proxy card and then decide to attend the annual meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

 

By Order of the Board of Directors,

/s/ Eliyahu Ayalon

Eliyahu Ayalon
Chief Executive Officer

San Jose, California

April 22, 2009


Mailed to Stockholders

on or about April 22, 2009

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