UNITED STATES
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Cypress Semiconductor Corporation

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On May 3, 2017, Cypress Semiconductor Corporation (the “Company”) launched a website to communicate with the Company’s stockholders. The website address is www.keepcypressmovingforward.com. The following materials were posted by the Company to the website:

 

On May 3, 2017,Cypress Semiconductor Corporation (the "Company") launched a website to communicate with the Company's stockholders. The website address is www.keepcypressmovingforward.com. The following materials were posted by the Company to the website: Forward-Look ngStatements Statements herein that are not historicalfacts and that refer to Cypress or Its subsidiaries·plans and expectations for the future are forward-looking statements made pursuant to the Private Secuntei s Litigation Reform Act of 1995. We may use words such as "may";should," "expect"·plan";intend," "anticipate:·"believe; ·estimate.··predict.''"potential.''"future ·continue· or other wordni gindicating future results or expectations to identify such forward-looking statements that include.but are not limited to statements related to:our Cypress 3.0 strategy;our 2017 AnnualMeeting of Stockholders;the composition of our Board of Directors:the Company's financial and operatoi nal performance:and the resolution of legalproceedings. Such statements reflect our current expectations. which are based on information and data available to our management as of the date of this press release.Our actualresults may differ materially due to a var ety of risks and uncertainties. Including. but not limited to: the uncertainty of litigatiOn:our ability to execute onour Cypress 3.0 strategy. global economic and market conditions;business conditions and growthtrends m the semiconductor market: our ability to compete effectively:the volatility in supply and demand conditions for our products.including but not limited to the impact of seasonality on supply anddemand:our ability to develop.introduce and sell new products and technologies:potential problems relating to our manufacturing actiVities;the impact of acquisitions:our ability to attract and retain key personnel:and other risks and uncertainties described in the "Risk Factors" and "Management's Discussion and Analyssi of FinancialCondition and Results of Operations· sectionsin our most recent AnnualReport on Form1O-K and our other filings with the Securities and Exchange Commission.We assume no responsibility to update any such forward-looking statements. Agree Ihave read and agree to the terms of this website.

 


CYPREss· I NIIDOIO 1,. f0t40itJIOW lhos website contains omportant informati on regardong Cypress·upcomong 2017 AnnualMeeting of Stockholders to be held on june 8.2017 to vote on the election of sevendorectors to the Company's Board. We firmly beheve our current Board of Directors has the nght mox of skills.management experience and industry expertise to help Cypress to compete and winin today's challenging environment. Welcome Press Releases Presentations Cypress' current Board has a proven track record accelerating revenue growth.increasing gross margons and cash flow and creating stockholder value. The Board supports our CEO and management team as they execute our Cypress 3.0 strategy and solidify our position as the global embedded solutions leader for high-growth applications in the automotive,industrial and consumer market segments across the emergongInternet of Thongs. Stockho ld er letters SEC Filings BetweenQ1 2015 and Q1 2015.under former CEO T.J.Rodgers. Cypress'stock price declined by more than 30%. By contrast. since April 28, 2015, when the Board forced Rodgers to resign, our stock price has improved by over 45% (see charts here). demonstrating that our Cypress 3.0 strategy is the right strategy to drive Cypress·growth onto the future. Board of Directors How To Vott Contact We urge stockholders to KEEP CYPRESS MOVING FORWARD and vote on the WHI TE card.in favor of Cypress·Director nominees. We also encourage you to read the materials contained on this website ­ includong our press releases.publocly filed letters and ovetv1ew presentatoon - and to Vtso t regularly for updates. ihank you for your support. ( HOW TO VOTE ) t< }{)17 onductor Corpor· r St.x c:J.-Lcx* ,on All n&hK Cypl'"l.""\'\ Keep Cypress Moving Forward

 


PRESS RELEASES Welcome Press Releases Presentations May 3, 2017 Cypr ss S miConductor Sends l ttr to Stockhold rs and Fols lnv stor Pr sent t•on Stockholder letters Apr 19. 2017 Cypress Files Definirjve Proxy Materials and Sends Letter to S ockholders SEC Filings Apr 18.201 7 Cypr ss R solvlowsult Brougllt by D partCEO T.J. Rodgers Board of Directors Apr 13, 2017 Cypress to Announce f irst Quarter 2017 Results on April 27 HowloVote Apr 11,201 7 Cypress Clarifies that Stockholders Do Not Neto Take l mm oate Action RegardoT.J. Rodgers' Proxy Materials Contact Mar 23, 2017 Cypress Stockholders Approve Consent Solicnat to Eliminate Cumulative Mar 15, 2017 Glass Lewis Becomes Second Leading Proxy Advisory Firm to Recommend tha: Cypre,ss Stockholders Consent FOR Elimination of Cumulative Voting Mar 14, 2017 leadong lnd pendeN Proxy Advosory Firm, I Recomm nds Cypr ss Semiconductor Stockholders Consent FOR Management's Proposal to E.minate Cumulative Voting Mar 3, 2017 Cypr ss SemiConductor Flls Definoltve Consent SoiiCotation to Eliminate CumulativVoMg. Prot cting Stockholders from Founder and Former CEO wtth Self.Serving Agenda to Regaon Infl uence Feb 17, 2017 Cypress Semoconductor Responds to Attem pt rted Former CEO to Regao n l rfluence PRESENTATIONS Welcome Press Releases Presentations May 3,201 7 Investor Presentation Stockholder letters SEC Filings Board of Directors HowToVote Contact Title Date by Depa that SS. Votong ior Title Date

 


STOCKHOLDER LETTERS Welcome Press Releases Datr To Presentations Stoci<holdec lettrr 2 M.ty 3,2017 Stockholder letters Apr 19,2017 Stockholdr rttrr 1 SEC Filings Board of Directors HowloVote Contact SEC FILINGS Welcome Press Releases Presentations Apr 19, 2017 DEFC14A OdJMoveProxy Statoernrnt Stockholder letters Apr 19,2017 DEFA14A SEC Filings . uve Add•oonaJ Ma enals Board of Directors Apr 18, 2017 DEFA14A Defini[ive AdditionalMaterials HowloVote Apr 11, 2017 FA14A Contact Add1tJ<Jf\CJMI ls 8-K Current Report Mar 24,2017 Mar 23,2017 DEFA14A [)ef;n-[iveAddioona Materials atena DE Def.nttwe .., Title Date r l tlr

 


BOARD OF DIRECTORS Welcome Press Releases Ray Bingham Execucive Chairman of che Soard Presentations Prior to JOtnong the Cypress board,Bongham was chairman of the Spanslon Inc.board of directors. Bingham has more than 30years of busoness expertiSe as CEO and board member directong M&A He joi ned General Atlantic. a global growth equity fi rm, as managing di rector in 2006, leading the fi rm's investment activities in the Comm unications and Electronics sector. He transitioned to Advisory Di rector in 2010.Prior to joi ni ng General Adamic.Mr. Bi ngham served i n executive ma nagernent roles at Cadence Design Systems, lncludl,gexecutive chairman, president and CEO and CFO.Mr.Bongham is a director of three other public companies;Oracle Corporation, Flextronics I nternational Ltd., and TnNet. Mr. Bi nst"am received a bachelor's degree i n Economics from Weber State University and a master's degree i n Business Ad minisuation f rom the Harva rd Busi ness School. Stockholder letters SEC Filings Board of Directors How To Vote Contact Hessene EI-Khoury PresidenChief Executive Officer, Member of Board of Directors Hassane EI·Khoury is president, chief executive officer and a mem ber of the boa rd of directors at Cypress. He was previously executrve vice president of Cypress's Programmable Systems Division,managing the company's standard andprogrammable microcomroller (MCU) portfolio,oncludingits Platform PSoC family of devices, a nd its a utomotive buslness. Prior to that. EI· Khoury ran Cypress's a utomotive business unit, a rchitectirg its hu ma n-machi ne i nterface strategy-whoch Is focused on the automotive touch busoness-and spearheadingIts effort to target the growmg infotai nment.1nstrumentat1on cluster and Advanced Dri ver Ass•stance Systems (ADAS) segments. Under EI-Khoury, the a utomotiVe business unit significandy expanded its revenue, market share a nd technology leadership. Prior to JOinong Cypress. B·Khoury served In various engoneerlng roles woth subsystem supplier Continental Automotive Systems,where he spent time based in the U.SG, ermany and japan.He has a deep understandi ng of ct.lstomer a nd design requirements in the a utomotrve and i ndustrial ma rkets.as well as a systems-level understa ndi ng of how chi ps work toget her to form i ntegrated customer solutions. EI-Khoury holds a bachelor's of science degree In electncal englneenng (BSEE) from lawrence TechnologocalUnlversotyin Southfield,Moch.,and a master's degree on engoneering management from Oakland UniVersity in Rochester Hills, Mich.

 


W. Steve Albrecht Direaor W.Steve Alt>recht is an Andersen AJumni Professor of Accounting and a Wheatley Fellow at the MarriOtt School of Management at Brigham Young U niversity (BYU). He served as the associate dea n of the school until J u ty 2008.Mr. Al brecht, a certified pu blic accoun tant, certified internal auditor, and certified fraud examiner.joined BYU in 1977 after reaching at Stanford University and the Universi ty of Illinois.Prior to ccountant for Oeloltte & Touche, becoming 6 professor,he workeds n ccoundng form.M<. AJbrech t is the past president of the America n Accoun ti ng Association and the Association of Cerofied Fra ud Exa mi ners.He is a former trustee of the Financial Accou nting Fou ndation tha t provides oversight to the Financial Accounting Sta ndards Boa rd {FASB) and the Governmental Accounting Sta ndards Boa rd.He is also a former mem ber of COSO, the orga nization that developed the i nternal control fra rnework used by most co'nnles.He hs consulted with numerous corportlons on fr d, control s nd fon nol reporti ng i sues.Hhas been an expert witness 1n several large financial statement fraud cases.Mr. AJ brecht holds a bachelor of science degree from Bngha m Young UniVersity, a master's degree in Business Administrai:on and a doctorate degree in Accounting from the University of Wisconsin. Eric A.Benhamou Oireaor Eric A Ben hamou is former chairman of the board of 3Com Corporation, a digital electronics manufactu rer best known for Its computer necwork I nfrastructure products. He served as chief ecutfve officer of Palm,Inc,personal digotlsslstant and sm rtphone mnufacturer,from October 2001 until October 2003 and as chair man until October 2007. He also served a s chief executive officer of 3Com from 1990 until the end of 2000. Mr.Benhamou co-founded Bridge Communications,an earty networking pioneer, a nd wasvice president of engineering until its merger with 3Com i n 1987.He serves on the Sntford Un1versoty Schoolof Engmeering board and I S vice cihnmn of the board of governors of Ben Gurion Uni•1ersity of the Negev.He I S the mnag1ngdorector of Benh mouGlob! Ventures,venture capital firm he established i n 2003. Mr. Ben hamou holds a master of science degree from Sta nford University's School of Engi neering a nd a di pld me d'ingenieur a nd doctorate from Ecole Na tionale Superieu re d'Atts et Metiers, Paris. O.C.Kwon Oireaor

 


Prior to joi ning the Cypress boardKwon was a member of the Spansion I nc. board of directors. O.C Kwon 1S senior adVisor to SK Hynix. Prior to his appolntm nt to Spans1on·s Board of 01r ctors, hservd as an adviSOr to the Board.Kwonhas OVf!r 30 years expenence In the semiConductor industry.He has held many leadersh1p posrtions i n areas s.uch as busmess development. finance, ma rkeang. strategic planning and manufacturing.Before servingas advisor to SK Hynix,he was CEO of SK Hynix. and held several positions with Hyundai Electronics America a nd Hynix, i ncludi ng CEO. Du ri ng his tenure at Hynix. he was elected as the chairman of the Korea Semiconductor Industry AssCK1at1on. He also played an Integralrole 1n many initlatrves cntica I to the company's business restructuring. recapitalization.strategic alliances and new business development.Most nota ble was h1s leadershi p of Hyno(s entry i nto the NAND Flash market in colla boration with ST Micro and esta blishment the com pa ny's manufactu ring fadlity i n Wuxi, China. which now producesabout half of the total DRAM outpu t of SK Hynix. Kwon served in the Korea n Navy as finance officer for three years.He holds a bach lo(s degree i n International economics from Seoul Nauonal Univers•ty. Wilbert Van Den Hoek Dirtaor W1lbert van den Hoek reti red from Novellus Systems, Inc., a sem•concbJctor equi pment man ufacturer.1n 2008, where he was execu tNe Vice president a nd chief technology officer.He also served as president and chei f executive officer of Novellus Development Company, LLC, a who ly·owned subsidiary of Novellus Systems,Inc.from 2005 until2008.He joined Novellus Systems, nc.1n 1990 and served in various senior execuuve posluons unul his reur ment In 2008.From 1980 to 1990, he held various poslt1ons at Ph1hps Research Laboratones, a global orgamzation that helps i ntroduce meaningf ul innovation to im prove people's lives. From 2004 u ntil 2006 when the company went public,. he served on the board of di rectors of Neah Power Systems, I nc.• a developer of i nnovative,long·lasting. efficient a nd safe power sol utionsf or military,transportatiOn and portable electronics applications.Since 2005,he has served on the technical adv1sory boards of various orgamzatlons.includ1ng Cavendish I<Jnedcs,Inc., a fabless suppher of tunable components for RF circuits, l nnopad, Inc., a manufacturer of pohsh•ng pads for use in semiconductor manufacturi ng.lnnovent Tech nologies, LLC, a manufactu rer of customized substrate handli ng products for the semiconductor, l.E D a nd sola r pa nel indusr.ries, and Process Relations, a n independent softwa re vendor and consulong company specializing1n supporting customers develop and transfer hight·ech manufactur ng prCICesses In var.ous markets mclud1ng the semoconductor 1narket.Mr.van den Hoek re<e1ved a doaoraf"'dus degree cum laude i n Chemistry from the Rijks Universttelt Utrecht, The Netheral nds in December 1979. Michael S. Wishart D1rector Prior to joi ning the Cypress board, Michael S. Wishart was a member of the Spa ns.ion Inc. boa rd of directors. Wishan has over 30 years experience as an executNe advisor to the technology i ndustry. W1shart previously held senior posooons w1th Goldman,Sachs & Co.,including chaonnan of Goldmans GlobalTechnology Group and managong director of Goldman Sachs,where he counseled senior executives on strategic issues. He reti red from Goldma n in 2011 as an advisory d jreaor.Prior to Goldman Sachs, he was managing direaor and co· head of the Global Tech nology Grou p of Lehman Brothers, and previousl y worked i n t he I nvestment Banking Division of Smith Barney, Harris Upham & Co.Wishan is a member of theInveStment Commottee at Sacred Heart Schools.andIs a member of the Management Board at the Stanford Graduate Schoolof Business.

 


HOW TO VOTE w tcome Press R t as s VOTE BY MAIL If you receoved pnnred proxy mater als,you may submn your vote by complermg. signmg and dating each proxy card receovd and rewrnlng It In tl>e prepaid envelope. Sogn your name xaaly as ot appears on rl>e WHITE r-oxy card.Proxy cards submoned by mal must be receoved no later than june 7,2017 at 5:00p.m. Eastern Oayught Tome to be voted at rl>e Annual Meeung. PrHentlltlonl Stockholdr L tt n SEC Filings VOTf BY TUEPHONE OR ONLINE You may votyour shares by telphone or onllnby follow ng the 1nsuucoons proVIded In the r-oxy mat roals.If you vote byt ephonor onlone,you do not need tor tum a proxy card by mall. Onhne and telephone voting are avaol4ble 24 hours a day.Votes submoned by tel phone or onhne must be receNed Board of Olr ccors How To Vote by 11:59 p.m.Eastern Oayloght Time on )ul'e 7, 2017 Contact VOTE IN PERSON AT THE ANNUAL MEETING You mayvotyour shares on person at rl>e Annual Meung.Even If youplan to attel'drl>AnnualMe ung in person,we recommend that you also submit your WHITE proxy card or voting onwuctions, or vote by telephone or online by rl>e applicable deadline so that your vote wi be countedif youlater decode not to attend rl>e Annual M etong. BENEFICIAL STOCKHOLDERS If you are rl>e beneficia owner of your shares,you should have received we proxy materials and voung onstruroons from the banor broker holdongyour shares. You should follow the nstruaoons on rl>e proxy matenals and voti ng 1rstruct1ons to W"\Stn.Jct your bank or broker on how to vote your shares. Tt-re avaolabobty of tel ephone and online votong woll depend on the votirg r-ocess of the bank or broker.Shares held benef aally may be voted in person at the AnnualMeeting only o f you obtaina l egalproxy from the bank or broker In advance of the Anl'ual Meeting grvongyou the roght to vote your shares. If you have questions or need •ssist•nce in voti ng your shares, or if you need •dditional copies of the proxy materials. plea.se contact our proxy solicitor: OkapiPartrers LLC 1212 Avenue of rl>e Amerlcu 24th Roar l\ewYor1<, New York 10036 -elephone:(212) 297·0720 Toii·Free:(877) 2855·990 'V'nfo®okopopm:tncrs com CONTACT Welcome Press Releases INVESTOR CONTACT OkapiPartners lLC BrucGoldfarbfPat McHugtVTony Vecchoo (877) 285-5990 info@okap·partners.com Presentations Stockholder letters SEC Filings MEDI A CONTACT Sard Verbinnen & Co Ron Low/john Christiansen (415) 618 8750 cypress·svcsardverb.corn Board of Directors How To Vote Contact