IDT to Expand Board to Nine Members;
Starboard Agrees to Support Company Nominees at 2012 Annual Meeting
SAN JOSE, Calif., June 20, 2012 - Integrated Device Technology, Inc. (IDT®) (NASDAQ: IDTI), the Analog and Digital Company™ delivering essential mixed-signal semiconductor solutions, today announced it will expand its Board of Directors from seven to nine members and appoint two directors recommended by Starboard Value LP (“Starboard”) to the new seats, pursuant to an agreement with Starboard. In addition, IDT’s Board has agreed to work with its two new directors to identify an additional mutually agreeable independent director candidate to join the IDT Board, which will remain fixed at 9 members.
“Over the past four years, IDT has transformed itself into a fabless, analog-intensive mixed-signal company specializing in system-level solutions for enterprise computing and communications infrastructure,” said Ted Tewksbury, President and CEO of IDT. “With this transformation now substantially complete, our core product lines performing well, and our recently launched products designed into customer applications and beginning to ramp, we are now increasing our efforts to streamline and focus our businesses to drive increased profitability. To that end, we have set non-GAAP pre-tax operating margin targets for fiscal year 2013 and fiscal year 2014. For fiscal year 2013, we plan to meet or exceed our fiscal year 2012 non-GAAP pre-tax operating margins of 11.6% and expect margin improvement will accelerate during the latter half of the year. For fiscal year 2014, we expect full year non-GAAP pre-tax operating margins in the high teens and by the end of fiscal year 2014, we expect to be on a run rate to exceed 20% non-GAAP pre-tax operating margins. These results will be achieved by taking actions to control and reduce costs while continuing to drive revenue growth. We believe the result will be significantly improved profitability and stockholder value.”
Peter A. Feld, 33, is Managing Member, Portfolio Manager and Head of Research at Starboard. Since July 2011, he has served as a member of the board of directors of Unwired Planet, Inc. (f/k/a Openwave Systems Inc.), a public company with a patent portfolio of approximately 200 issued US and foreign patents and approximately 75 pending applications, many of which are considered foundational to mobile communications, and span smart devices, cloud technologies and unified messaging, and currently serves as its Chairman of the Board. Mr. Feld has also served as a member of the board of directors of SeaChange International, Inc., a leading global multi-screen video software company, since December 2010. Mr. Feld previously served on the board of directors of CPI Corp. from July 2008 to July 2009 and on the board of directors of Sharper Image Company from August 2007 to January 2008.
Jeffrey McCreary, 55, is a former Senior Vice-President at Texas Instruments, where he was most recently the Manager of Worldwide Sales and Marketing. He has been an independent management consultant since 2006 and a member of the board of directors of MIPS Technologies, Inc., a leading provider of industry-standard processor architectures and cores for digital home, networking and mobile applications, since 2011. Mr. McCreary has also been a director of the Isola Group, a provider of materials used to manufacture printed circuit boards, since 2006. He served as a director of Gennum Corporation from 2008 until its acquisition by Semtech Corporation in March 2012. He is also currently working as a special consultant to the National Hockey League Coaches Association.
The complete agreement between IDT and Starboard will be included as an exhibit to the Company’s current report on Form 8-K which will be filed with the Securities and Exchange Commission.
About Starboard Value LP
Forward Looking Statements
Information Regarding Participants
IDT utilizes non-GAAP financial measures because the investor community uses non-GAAP results in its analysis and comparison of historical results and projections of the company's future operating results. These non-GAAP results exclude restructuring-related costs, acquisition and divestiture-related charges, share-based compensation expense, results from discontinued operations and certain other expenses and benefits. Management uses these non-GAAP measures to manage and assess the profitability of the business. These non-GAAP financial measures are also consistent with another way management internally analyzes IDT's results and may be useful to investor community. See IDT’s year end fiscal 2012 earnings press release dated April 30, 2012 for reconciliation of non-GAAP financial measure to the most directly comparable GAAP financial measures. Reference to these non-GAAP financial measures should be considered in addition to financial measures that are prepared under general accepted accounting standards in the United States (GAAP), but should not be considered a substitute for financial measures that are presented in accordance with GAAP. It should also be noted that IDT's non-GAAP information may be different from the non-GAAP information provided by other companies.
Graham Robertson (Media)