SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)
Filed by the Registrant þ
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
MINDSPEED TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee not required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Mindspeed Technologies, Inc. (the “Company”) confirmed that, at a regularly scheduled meeting of
the Board of Directors of the Company (the “Board”) during fiscal year 2009, the Company’s
management will recommend to the Board that the Board approve: (i) amendments to the Mindspeed
Technologies, Inc. 2003 Long-Term Incentives Plan (the “LTIP”) and the Mindspeed Technologies, Inc.
Directors Stock Plan (the “DSP”) to require a minimum three year vesting period for awards of
restricted stock with time based vesting and a minimum one year vesting period for awards of
restricted stock with performance based vesting; (ii) amendments to the LTIP and DSP to limit the
circumstances under which the Board can accelerate vesting, waive vesting conditions or lapse
restrictions on awards granted under the LTIP to death, disability, retirement or a change of
control; and (iii) an amendment to the DSP to require that discretionary awards to non-employee
directors can only be granted by an independent committee of the Board.