SAN FRANCISCO—Ray Bingham stepped down from Cypress Semiconductor Corp.'s board of directors Sunday (June 11) amid a messy proxy fight with the company's founder and longtime CEO, T.J. Rodgers.
Bingham said in a press statement that the ongoing proxy fight with Rodgers—in which Rodgers sought to have Bingham and another Cypress director, Eric Benhamou, replaced—had become a distraction taking away from the management team's ability to implement "Cypress 3.0," a comprehensive strategy for overhauling the chipmaker.
"While it saddens me to leave the board at such a time, I believe that the nature of this proxy contest has become a distraction to the company and the management team's ability to fully execute Cypress 3.0—the strategy that is putting Cypress back on track," Bingham said.
W. Steve Albrecht, a Brigham Young University professor and independent director of Cypress's board, was named chairman of Cypress following Bingham's resignation. Cypress also announced that Benhamou relinquished his role as lead independent director of Cypress but said Benhamou would remain on the board.
Rodgers, who founded Cypress in 1982, filed suit against his former company earlier this year, alleging conflict of interest by Bingham for his ties to Canyon Bridge Partners, an equity investment firm backed by the Chinese government that is in the process of acquiring Lattice Semiconductor Corp. Cypress had previously considered an acquisition of Lattice.
Rodgers has proposed that Cypress shareholders elect semiconductor industry veterans Camillo Martino and J. Daniel McCranie to the company's board of directors, replacing Bingham and Benhamou. Cypress shareholders are scheduled to vote on Rodgers' proxy proposal at the company's annual shareholder meeting, now scheduled for June 20.
NEXT PAGE: ISS Reverses Position