PMC-Sierra Inc. (PMCS: Quote) and Relational Investors LLC, a major PMC stockholder, announced a mutual cooperation agreement giving Relational an option to appoint one director to the PMC Board of Directors and its Compensation Committee, either Relational’s Principal and Co-Founder, Ralph Whitworth, or Kirt Karros, its Principal and Managing Director.
This option may be exercised at Relational’s election from August 1, 2013 through thirty days prior to the expiration of the notice period specified in the Company’s advance notice bylaw related to nominations of directors at the 2014 Annual Meeting of Stockholders.
Should either Karros or Whitworth join the Company’s Board, PMC said it agrees to re-nominate Relational’s appointee at the company’s 2014 Annual Meeting of Stockholders for a customary one-year term. The mutual cooperation agreement will terminate no later than July 1, 2014 unless Relational has exercised its option to appoint its nominee to the Board.
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by RTT Staff Writer
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