Best-In-Class Governance Proposals Maximize Shareholder Choice
Company Achieved Record Quarterly Revenue and Increased 2018 Outlook
SUNNYVALE, Calif. & YOKNEAM, Israel--(BUSINESS WIRE)--
Mellanox Technologies, Ltd. (NASDAQ:MLNX), a leading supplier of
high-performance, end-to-end smart interconnect solutions for data
center servers and storage systems, today announced that its Board of
Directors is mailing a letter to shareholders, along with the Company's
definitive extraordinary general meeting (EGM) proxy statement. The
letter highlights Mellanox's two best-in-class governance proposals and
its strong first quarter 2018 earnings performance.
The full text of the letter follows:
May 07, 2018
Dear Fellow Shareholders,
At Mellanox's extraordinary general meeting of shareholders ("extraordinary
general meeting") on May 24, 2018, you will be asked to vote in
favor of two best-in-class governance proposals that will allow
shareholders to vote for the individual director candidates of their
choosing at Mellanox's 2018 annual general meeting of shareholders ("annual
Extraordinary General Meeting Proposals Are Designed to Enhance
Shareholder Choice in a Contested Election
The two proposals on which you will vote are:
Plurality Voting in the Event of a Contested Election
A plurality vote standard has been adopted by the vast majority of
U.S.-listed companies for contested elections. In a contested election
under our current majority voting standard, it would be possible for
fewer than 11 director candidates to receive the necessary majority of
votes cast as required to be elected. Any vacancies would then be filled
by the majority-elected directors rather than by our shareholders. With
a plurality vote standard, the Mellanox Board of Directors ("Board")
would consist of the director nominees receiving the greatest number of
votes. Therefore, all of the directors who
serve on the Board would be elected directly by our shareholders.
Use of Universal Proxy Cards in the Event of a Contested Election
The adoption of a universal proxy card will provide for all nominees put
forth by either the Board or a shareholder of Mellanox to be listed
together on any proxy card sent to shareholders. Having
a universal proxy card would enable shareholders to elect any
combination of director nominees they choose. Without a
universal proxy card, shareholders may only validly submit one proxy
card which would include those nominees put forth either by the Board or
a shareholder (but not both), meaning our shareholders could not cast
votes by proxy card for nominees from both the Board and a shareholder
as they could when voting in person.
"In Mellanox's case, the company's decision to adopt plurality
voting and a universal card in a contested election represents a
positive development. It is difficult to imagine the company
receiving anything less than resounding support for the two
proposals at its upcoming EGM."
- Institutional Shareholder Services Research Note, March 28,
Mellanox Recently Achieved Record Quarterly Revenues and Increased
its 2018 Outlook
Mellanox is focused on executing its long-term growth strategy. The
Company is expanding its market share and growing while maintaining its
competitive advantage of superior technology to create cutting-edge
solutions for Infiniband and 25 gigabit per second and above Ethernet.
At the same time, the Company continues to optimize efficiencies,
rationalize investments and improve operating margins.
In fact, Mellanox's strong first quarter 2018 earnings performance was a
result of the successful execution of its growth strategy. First quarter
revenue of $251 million exceeded the top end of the Company's upwardly
revised first quarter outlook of $240 to $250 million, and increased
33 percent year-over-year. First quarter Ethernet revenues
increased 70 percent year-over-year, primarily due to expanding
customer adoption of 25 gigabit per second and above products globally.
Mellanox is benefiting from strategic investments made in prior years
and is now a primary global supplier of 25 gigabit per second Ethernet
adapters. First quarter non-GAAP operating margin of 21% exceeded
Mellanox's prior full year 2018 forecast of 18% to 19%, demonstrating
Mellanox's commitment to deliver higher operating leverage. Further, the increased
full year 2018 outlook of 21% to 22% is based on the strength of the
first quarter and the increased visibility into market trends for the
remainder of 2018.
In addition to continued focus on innovation, Mellanox remains committed
to delivering increasing levels of operating leverage during 2018. The
Company is focusing investments on businesses with significant
potential for growth and high return on invested capital. Due to
ongoing tight control on operating expenses, the Company expects its
second quarter non-GAAP operating expenses to be flat to down on a
Looking ahead, Mellanox believes its strong product cycles and share
gain momentum have potential to allow for substantial growth, while also
allowing for improvements to our overall profitability.
Your Vote is Important to Ensure that the Mellanox Board Composition
Reflects Your Intentions
The Board and management team continue to work to provide enhanced value
to our shareholders. Along with this letter, you will find the proxy
materials necessary to vote on our best-in-class governance proposals:
establishing a plurality vote standard and requiring the use of a
universal proxy card for contested elections. Definitive copies of the
proxy materials have been filed with the U.S. Securities and Exchange
Commission ("SEC") and are publicly available at https://www.stockholderdocs.com/mlnx.
The Board is committed to protecting and growing your investment. Voting
"FOR" each of these two proposals at the extraordinary general
meeting will align our governance policies with best practices to protect
your interests and ensure that the composition of the Board fairly
reflects your intentions.
The accompanying notice and proxy statement of the extraordinary general
meeting contain details about the business to be conducted at the
extraordinary general meeting. Please read these documents carefully.
Chairman of the Board
President, CEO and Director
VOTE TODAY "FOR" THE TWO BEST-IN-CLASS GOVERNANCE PROPOSALS
ON THE PROXY CARD
If you have any questions or need assistance in completing the
please contact our solicitor:
MACKENZIE PARTNERS, INC
1407 Broadway, 27th Floor
New York, New York 10018
(212) 929-5500 (Call Collect)
Call Toll-Free (800) 322-2885
Mellanox Technologies (NASDAQ: MLNX) is a leading supplier of end-to-end
InfiniBand and Ethernet smart interconnect solutions and services for
servers and storage. Mellanox interconnect solutions increase data
center efficiency by providing the highest throughput and lowest
latency, delivering data faster to applications and unlocking system
performance capability. Mellanox offers a choice of fast interconnect
products: adapters, switches, software and silicon that accelerate
application runtime and maximize business results for a wide range of
markets including high performance computing, enterprise data centers,
Web 2.0, cloud, storage and financial services. More information is
available at: www.mellanox.com.
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995
This release contains "forward-looking statements" (as defined in the
Private Securities Litigation Reform Act of 1995). These statements are
based on Mellanox's current expectations and involve risks and
uncertainties, which may cause results to differ materially from those
set forth in the statements. The forward-looking statements may include
statements regarding actions to be taken by Mellanox as well as
Mellanox's outlook for the second quarter of 2018 and full year 2018.
Mellanox undertakes no obligation to publicly update forward-looking
statements, whether as a result of new information, future events or
otherwise. Forward-looking statements should be evaluated together with
the many uncertainties that affect Mellanox's business, particularly
those mentioned in the risk factors in Item 1A of our Annual Report on
Form 10-K for the year ended December 31, 2017 and in our periodic
reports on Form 10-Q.
A reconciliation of GAAP to non-GAAP condensed consolidated statements
of operations is presented with our Press Release dated April 17, 2018
and is posted under the "Investor Relations" section of our website.
Important Additional Information and Where You Can Find It
The Company and certain of its directors and executive officers may be
deemed to be participants in a solicitation of proxies in connection
with the matters to be considered at the extraordinary general meeting
and the annual general meeting. Information regarding the names of the
Company's directors and executive officers and their respective
interests in the Company by security holdings or otherwise is set forth
in the Company's definitive proxy statement for its extraordinary
general meeting, filed with the SEC on May 7, 2018 and reports filed by
the Company and Forms 3 and Forms 4 filed by the Company's executive
officers and directors with the SEC after May 7, 2018. These documents
are available free of charge at the SEC's website at www.sec.gov.
Additional information regarding the identity of participants, and their
direct or indirect interests, by security holdings or otherwise, will be
set forth in the Company's proxy statement for its annual general
meeting, including the schedules and appendices thereto.
The Company has furnished or intends to furnish its definitive proxy
statements and WHITE proxy cards for the extraordinary general meeting
and the annual general meeting to each shareholder entitled to delivery
of a proxy, and has filed or intends to file such definitive proxy
statements and WHITE proxy cards with the SEC. THE COMPANY URGES ITS
SHAREHOLDERS TO CAREFULLY READ SUCH DEFINITIVE PROXY STATEMENTS
(INCLUDING ANY SUPPLEMENTS OR AMENDMENTS THERETO), ACCOMPANYING WHITE
PROXY CARDS AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE
WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Copies of
the definitive proxy statements, any solicitation materials and any
other documents filed by the Company with the SEC will be made available
free of charge at the SEC's website at www.sec.gov.
These documents will also be made available free of charge at https://www.stockholderdocs.com/mlnx
or by contacting the Company's proxy solicitor, Mackenzie Partners, Inc.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180507005531/en/
Mellanox Technologies, Ltd.
Joele Frank, Wilkinson Brimmer Katcher
Jeff Kauth, Kaitlin Kikalo
+1-415-869-3950 / +1-212-355-4449
Galai Communications Public Relations
Wolf, +972 3-613-52-84
Gelbart Kahana Investor Relations
Kahana, +972 3-607-47-17
Source: Mellanox Technologies, Ltd.
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