On June 1st 2017 – The Court of Chancery of the State of Delaware ruled in favor of T.J. Rodgers and against the Cypress Semiconductor board of directors. The Court directed the Cypress Board to make further disclosures to stockholders regarding Cypress executive chairman Ray Bingham’s conflicts of interest and ordered the delay of the Cypress Annual Meeting of Stockholders, previously scheduled for June 8th, until at least June 19th, to allow stockholders time to consider the additional disclosures. The Annual Meeting has since been rescheduled by the Company to June 20th.
On April 24th 2017 - T.J. Rodgers filed a lawsuit against the Cypress Semiconductor board of directors in response to false and misleading proxy materials. The case is captioned T.J. Rodgers v. H. Raymond Bingham et al., C.A. No. 2017-0314, in the Court of Chancery of the State of Delaware.
On January 26th 2017 and in violation of Section 220 – Cypress refused to produce books and records in response to the Section 220 Demand. Faced with continued Cypress Board intransigence, Rodgers filed a lawsuit on January 27, 2017 to compel production of these materials. The case is captioned Rodgers v. Cypress Semiconductor Corp., C.A. No. 2017-0070, in the Court of Chancery of the State of Delaware. On April 17, 2017, the Delaware Court ruled in favor of Rodgers and held that Rodgers was entitled to all the categories of documents that he sought but which Cypress had refused to produce. On April 21, 2017, the Court issued an Order compelling Cypress to produce these documents to Rodgers.
On January 19th 2017 - Rodgers served Cypress with a demand for books, records and stocklist materials (the "Section 220 Demand") pursuant to 8 Del. C. § 220 ("Section 220"). The Section 220 Demand requested inspection of documents and information related to i) Bingham’s affiliation with Canyon Bridge, ii) the Company and/or Canyon Bridge’s potential acquisition of Lattice, (iii) the Board and management’s compliance with the Code of Business Conduct and Ethics, and (iv) the Company’s list of stockholders and information regarding the 2017 annual meeting. The purpose of the Section 220 Demand was primarily to investigate breaches of fiduciary duty by Bingham and the Board, identify what steps, if any, the Board has taken to remedy these breaches, and determine if, and what, additional steps need to be taken to protect the Company from harm associated with these breaches.