- MIPS to Add Two New Independent Members to Expanded Board
- Starboard Agrees to Support All MIPS Director Nominees
SUNNYVALE, Calif., October 24, 2011 - MIPS Technologies, Inc. (NASDAQ: MIPS) ("MIPS" or "the Company"), a leading provider of industry-standard processor architectures and cores for digital home, networking and mobile applications, today announced it has reached an agreement with Starboard Value LP and its affiliates ("Starboard"), which beneficially owns approximately 9.9% of the outstanding shares of MIPS' common stock.
Under the agreement, MIPS has agreed to nominate to the MIPS Board two new directors recommended by Starboard, who are not employees of MIPS or Starboard. The nominations will be submitted for stockholder approval at the Company's 2011 Annual Meeting. One of the new nominees will serve as a Class II director, with a one-year term expiring at MIPS' 2012 Annual Meeting of Stockholders, and the other new nominee will serve as a Class III director, with a two-year term expiring at MIPS' 2013 Annual Meeting of Stockholders. With the addition of the two new director nominees, the MIPS Board will be expanded to nine directors, comprised of eight independent directors and Sandeep Vij, MIPS' President and Chief Executive Officer, effective upon conclusion of the 2011 Annual Meeting.
In connection with the agreement, Starboard has withdrawn its nomination of director candidates to the MIPS Board and has agreed to vote all of its shares in favor of each of the Board's nominees at the 2011 Annual Meeting, and for each other proposal to come before the 2011 Annual Meeting in accordance with the Board's recommendation.
"We are pleased to have worked constructively with Starboard to reach this agreement," said Sandeep Vij, President and Chief Executive Officer of MIPS Technologies. "Our Board and management team are committed to creating value for all MIPS stockholders. We are focused on building upon MIPS' strong position in the digital home and networking markets, continuing our expansion into mobile, and capitalizing on our robust worldwide patent portfolio. We look forward to benefiting from the collective experience of our two new directors to build an even stronger future for MIPS and our stockholders."
"We are pleased to have had productive conversations with management and the Board, and believe the two new members of the MIPS Board will each make substantial contributions to the MIPS Board," said Jeffrey C. Smith, Chief Executive Officer of Starboard. "MIPS has strong customer relationships, a valuable portfolio of patent properties, and a team of talented and dedicated employees. The Company's technology powers some of the world's most popular products in its target markets. We look forward to continuing to work constructively with the Company and the Board to help enhance value for all stockholders."
The Company's 2011 Annual Meeting has been scheduled for December 7, 2011 at 2:00 p.m. (Pacific Time) at MIPS' headquarters at 955 East Arques Avenue, Sunnyvale, California 94085. MIPS stockholders of record as of October 11, 2011 will be entitled to notice of and to vote at the Annual Meeting. Further details regarding the 2011 Annual Meeting, including the agreement between MIPS and Starboard, and the two Starboard nominees to be nominated to the Board, will be included in the Company's definitive proxy materials, which will be filed with the Securities and Exchange Commission ("SEC").
The complete agreement between MIPS and Starboard will be included as an exhibit to the Company's Current Report on Form 8-K which will be filed with the SEC.
About MIPS Technologies, Inc.
MIPS Technologies, Inc. (NASDAQ: MIPS) is a leading provider of industry-standard processor architectures and cores for digital home, networking and mobile applications. The MIPS architecture powers some of the world's most popular products, including broadband devices from Linksys, DTVs and digital consumer devices from Sony, DVD recordable devices from Pioneer, digital set-top boxes from Motorola, network routers from Cisco, 32-bit microcontrollers from Microchip Technology and laser printers from Hewlett-Packard. Founded in 1998, MIPS Technologies is headquartered in Sunnyvale, California, with offices worldwide. For more information, contact (408) 530-5000 or visit http://www.mips.com/.
About Starboard Value
Starboard Value is a New York-based investment adviser with a focused and differentiated fundamental approach to investing in publicly traded US small cap companies. The investment team has a successful track record of generating significant alpha for investors using their expertise in shareholder activism.