Exar — Proxy Contest (October 2005)
19 slides from Exar's proxy contest presentation, Oct 11, 2005
Slide 1: Schedule 14A Information
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru
Slide 2: Slides for use in meetings with ISS and stockholders
The following is a series of slides to be used in connection with presentations by the Company’s executive officers at meetings with Institutional Shareholders Services and meetings with various Company stockholders commencing on October 11, 2005.
Slide 3: Experience Our Connectivity
Experience Our Connectivity
Slide 4: Safe Harbor and Additional Information
Safe This and factors, continue our can in quarter circumstances Additional On the to through 1 reports Shareholders communication Company October ability be its Harbor presentation no efforts ended which the tofiled assurance to Information expand website 3, Statement capitalize are June to change,
Slide 5: Proven Record of Success
PROVEN 34-year Leverage High-speed Multi-channel Expansive tier 1,500 Invests Introduced Over 2 customers the design prudently history, last analog, RECORD product over physical five wins high including 100 digital years, inover line performance R&D, new layer OFallows past R&D &SUCCESS products 20
Slide 6: Proven Record of Success (Cont'd)
PROVEN Navigated Cash margins Strong years Continually Acquired Accretive Accelerated Solidified 3 and financial equivalents significant to position RECORD successfully reviewing entry EPSfoundation in into asQ2 part OF of leading high acquisition through FY06 approximately SUCCESS of speed position
Slide 7: Recent Accomplishments
RECENT Successfully Reaffirmed Ongoing Thomas Recently Working Directors Terminated Section 4 404 Werner to process nominated and ACCOMPLISHMENTS develop intention Company’s compliant completed executives (July to identify, and Richard to2004), (no shareholder repurchase aimplement interests modifie
Slide 8: Outperformed Peers on Historical Share Price Performance
OUTPERFORMED HISTORICAL Indexed Index AMCC PMCS TXCC VTSS (Indexed 140 09/20/00 EXAR Exar *Source: 5 120 Has (9/20/00 2.4% 3.0% AMCC 3.9% 24.8% 2.9% Price 100 Prices) FactSet 09/20/01 Preserved 80Performance PMCS SHARE –60 9/19/05 as09/20/02 40 Shareholder of PEERS 20 TXCC September PRICE )0 — 09/20
Slide 9: Third-Party Support for Product-Oriented Growth
THIRD-PARTY Well 7/19/05 resulted Strong Exar’s network communications While believe 7/21/05 revenues) The framer Exar legacy Overall 7/20/05 product towards We exposure the *Permission 8/19/05 6 second company’s continue believe Infineon Positioned iswe recent products solutions Product positioned
Slide 10: Clear Strategic Vision
CLEAR Key Continuing complementary addressable partnerships, 7 drivers STRATEGIC to market for alliances develop Exar’s functions Acquiring and VISION strategic into other enhance complementary existing growth strategic Communications solutions plan transactions include: products Leveraging products
Slide 11: Your Board: Best Suited to Lead Exar
YOUR Respected, have the completed 8 9 public current BOARD ISS seasoned company directors continuing – BEST and board areproven SUITED independent director experience high-technology education TO LEAD Committees and senior program EXARbusiness level composed management leaders solely who of experie
Slide 12: Uniquely Qualified Incumbent Directors
UNIQUELY Thomas Currently registration Richard Joined 1990 COO, and 9 General CEO toand Exar April Previte Werner of serves CFO to as Vantis Electric QUALIFIED 2000, go aand Director on public) Corp., Board and Treasurer asince in Vice aof INCUMBENT subsidiary July October Directors Since June Chair
Slide 13: Successful Director Search
SUCCESSFUL Richard Nationally Professionals corporate Oscar Over Currently Enterprise Exar 10 Continues 20 Rodriguez Koppes years governance serves CEO Solutions, recognized Of ofand To DIRECTOR on Counsel data Deliver President boards as and from expert well to telecommunications On of 1/2005 inter
Slide 14: Committed to Corporate Governance Best Practices
COMMITTED CORPORATE Link performance Have Limits to Corporate functionality Audit, and Directors (8 11 four, ofNominating total 9substantial Compensation, the directors including required participate compensation Governance number goals ofGOVERNANCE TO the have Committees majority Exar) to of BEST B
Slide 15: GWA's Questionable Track Record
GWA’S Short-term Majority Admitted 96% Short Refused distracting added boundaries U.S. Guy 12 Adams’ District ofselling toGWA’s QUESTIONABLE Exar’s GWA’s of “short and opportunistic in position resignation Court ispursuit time-consuming position prohibited offer seller” slate decision –to of of less
Slide 16: Code of Business Conduct and Ethics Is Clear
CODE Exar’s “No from Company Virtually Of 13 GWAthe Company ais250,000 Prohibition decline OF an all has BUSINESS admitted ofadopted in director, GWA’s shares the Against “short Company’s reported the shares CONDUCT officer policy Short seller” ofor asExar Selling stock that other owned ofAND Exar y
Slide 17: GWA's Unqualified Candidates
GWA’S GWA NO Uninformed Hand-picked We 14 Stockholders. Believe working business concrete relevant nominees UNQUALIFIED that and public knowledge strategy plan director possess: GWA’s misguided for company Exar to nominees: Efforts create ofCANDIDATES Exar, accusations experience value are Rubber it
Slide 18: Exar's Board Is the Clear Choice
EXAR’S EXARGWA Working BOARD knowledgeIS THE CLEAR of create Exar, its CHOICE business for alland the semiconductor YESindustry Relevant Proven Clear Committed 8 15 public Audit of 9 directors company to Committee strategic plan have to enhancing Board completed experience Financial value long-term
Slide 19: Conclusion: Vote the WHITE Proxy Card
We believe CONCLUSION significant Your your Protect SIGN, WHITE 16 Board’s Board DATE Your PROXY contributions that ofInvestment. nominees. AND Directors our CARD RETURN Board, remains for TODAY Elect which theEXAR’S Your benefit committed hasBoard’s anofintimate ourto Nominees. Company acting and i