UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☐                             Filed by a Party other than the Registrant  ☒

Check the appropriate box:

Cypress Semiconductor Corporation

(Name of Registrant as Specified In Its Charter)

T.J. Rodgers

J. Daniel McCranie

Camillo Martino

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

T.J. Rodgers, J. Daniel McCranie and Camillo Martino (collectively, “CypressFirst”) have filed a definitive proxy statement and an accompanying GOLD proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of CypressFirst’s two director nominees at the 2017 annual meeting of stockholders (the “Annual Meeting”) of Cypress Semiconductor Corporation (the “Company”).

In connection with the Annual Meeting, CypressFirst prepared the following presentation entitled “Do What’s Right for Cypress (No. 3)”, (the “Presentation”). In addition, CypressFirst is making available an email dated November 7, 2016 (the “Email”) from Eric Benhamou, the lead independent director of the Company’s board of directors, to Wilbert van den Hoek, a member of the Company’s board of directors. CypressFirst has previously referenced the email in filings with the Securities and Exchange Commission (the “Commission”). The Email was produced by the Company in response to a court order issued by the Delaware Court of Chancery (the “Court”) in a lawsuit filed by Mr. Rodgers. On May 22, 2017, the Court instructed the Company to remove the confidentiality designation from the Email due to the Court’s determination that the description of the document contained in the Company’s additional definitive proxy soliciting materials filed with the Commission on May 18, 2017 was likely misleading.

Messrs. Rodgers, McCranie and Camillo may also use the Presentation and/or the Email in discussions with Company stockholders and may post the Presentation and/or the Email on cypressfirst.com.

“Do What’s Right For Cypress” (No. 3)
CypressFirst Candidates J. Daniel McCranie and Camillo Martino Personal Experts on Cypress 3.0
Dan McCranie and Camillo Martino have been responsible for defining, executing and selling semiconductor systems-level solutions (Cypress 3.0) for virtually their entire business careers.
All other current Cypress directors have no such experience.
June 6, 2017
www.CypressFirst.com

Disclaimer
T.J. Rodgers is the founding CEO of the Company. Rodgers, J. Daniel McCranie and Camillo Martino may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2017 Annual Meeting of Stockholders (the
“Annual Meeting”) of the Company. Rodgers, McCranie and Martino have filed a definitive proxy statement (the
“CypressFirst Proxy Statement”) and accompanying GOLD proxy card with the Securities and Exchange Commission (the “SEC”) in connection with his solicitation of proxies for the Annual Meeting. Rodgers owns or controls voting of 8,727,619 shares of the Company’s common stock. McCranie and Martino own 25,000 and 10,000 shares, respectively, of the Company’s common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, are included in the CypressFirst Proxy Statement and may be included in other relevant documents to be filed with the SEC in connection with the Annual Meeting.
Rodgers, McCranie and Martino have mailed the definitive CypressFirst Proxy Statement and a GOLD proxy card pursuant to applicable SEC rules. STOCKHOLDERS ARE URGED TO READ THE CYPRESSFIRST PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT RODGERS, McCRANIE AND MARTINO HAVE FILED OR WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain, free of charge, copies of the definitive CypressFirst Proxy Statement and any other related documents filed by CypressFirst with respect to the Company with the SEC in connection with the Annual Meeting at the
SEC’s website (http://www.sec.gov). In addition, copies of such materials, when available, may be requested free of charge from MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016 or toll-free at (800) 322-2885 or by email: CypressFirst@mackenziepartners.com.
2 www.CypressFirst.com

Our Candidates Are Better Qualified
Non-Cypress Semiconductor Experience Electrical
CEO Public Operations: Sales: Engineering Industry Focus Boards Mfg, Mkt, R&D System-level Degree
McCranie, J. Daniel Semiconductor

Martino, Camillo Semiconductor Albrecht, W. Steve x x x x x Accounting Benhamou, Eric A. x x x x Communications Bingham, Ray x x x x Software
El-Khoury, Hassane x x x Semiconductor
Kwon, O.C. x x Semiconductor
Van Den Hoek, x x x x x Semiconductor Wilbert Equipment Wishart, Michael S. x x x x Investment Banking
Source: CY website, Bloomberg 3
www.CypressFirst.com

Our Candidates Are Better Qualified for Cypress 3.0
Direct Direct Creating and Selling Significant Semiconductor Semiconductor
Semiconductor Engagement in Industry Focus Strategic Account Manufacturing Silicon Solutions Automotive Market
Management Experience
Nominees

Martino, Camillo Semiconductor

McCranie, J. Daniel Semiconductor
Current Directors
Albrecht, W. Steve x x x x Accounting Benhamou, Eric A. x x x x Communications Bingham, Ray x x x x Software
El-Khoury, Hassane x Semiconductor Kwon, O.C. x x x Semiconductor Semiconductor Van Den Hoek, Wilbert x x x x Equipment Investment Wishart, Michael S. x x x x Banking
4 www.CypressFirst.com

Ray Bingham Is Not “Essential” to Cypress 3.0
From June 5 CypressFirst letter to stockholders:
“The Cypress Board claims that Mr. Bingham is essential to the success of “Cypress 3.0.” Yet, that same
Board has never informed you that Bingham already has one foot out the door. We now know that Bingham intends to leave Cypress and join Canyon Bridge full-time once his term as executive chairman is over no later than the end of 2017, according to a Cypress statement. Why would the Board recommend the re-election of a conflicted, non-technical, lame duck over the CypressFirst board nominees J. Daniel McCranie and Camillo Martino? In addition to their impeccable ethics records and having held between them three semiconductor CEO positions and 12 directorships, both Dan and Camillo were applications engineers during their early careers, selling not just chips, but full system solutions to customers—practicing the theory underlying Cypress 3.0, which they can support much better than any current Cypress Board member.”
5 www.CypressFirst.com

“Cypress 3.0” is Mission-Critical to Cypress
? “Cypress 3.0” is Cypress jargon for “system selling” vs. chip selling
• Every microprocessor company today sells this way
• For example, Microchip semiconductor calls it “Microchip 2.0”
? What is system selling?
• Example: sell a automotive-certified gas gauge ($2) vs. a touch-screen chip ($0.50) • touch-screen chip • firmware for microcontroller-automotive certified • gas gauge touch sensor • guaranteed gas gauge functionality & reliability
• Example: sell a UL-certified coffee production system vs. a simple microcontroller
? Added skills required
• Firmware (on-chip software program)
• System level testing and validation
• Standards body and safety certification
? Added resources required
• System architect (added to Cypress 2007)
• Software engineers (now > 200 at Cypress)
• Application engineers to test and validate system (now > 150 at Cypress)
? The Cypress Board has no system engineering experts who have ever worked in semiconductors
6 www.CypressFirst.com

How Cypress Semiconductor defines Cypress 3.0
As stated in Cypress’ March 28, 2017 Analysts’ Presentation:
? CORPORATE Managing a set of Cypress businesses with clear corporate direction and target markets / applications, but execution autonomy
? MARKET Addressing markets that matter with solutions that matter. Play to win in these businesses
? CUSTOMER Engaging key and strategic customers with executive relationships starting with the CEO, while deploying broad go-to-market initiatives for our 30,000 customers
? DEVELOPMENT Focusing on solutions with fast time-to-market: applying IP-based design (HOBTO) to all platforms with complete software; silicon without software is just sand
? OPERATIONS Providing exceptional customer service with 100% on-time delivery to original schedule, 95% delivery to customer-request, 0 ppm quality and 4-week lead times
7 www.CypressFirst.com

Dan McCranie’s Experience Related to Cypress 3.0
CORPORATE – Target Market and Applications
? CEO at SEEQ Technology (1986-1993) successfully launching Ethernet solutions
? EVP Sales and Marketing at Cypress (1994 – 2001) involved in transforming company from a components supplier to a programmable solutions company
MARKET – Addressing key markets with systems solutions
? Automotive End Markets: Chairman of both Freescale Semiconductor (2011-2014) and ON Semiconductor
(2001-2017), both very large suppliers to Automotive (>$1 Billion each) accounts
? Consumer/Industrial Market: EVP Sales and Applications at Cypress Semiconductor (2014-2015) driving the systems (firmware/hardware) solution for microcontrollers at large accounts CUSTOMER – Executive relationships at key and strategic accounts
? EVP Sales and Marketing at Harris (1980-1981) EVP Sales and Marketing at Cypress(1994-2001), EVP Sales and Marketing at SEEQ (1981 – 1986), Sales/Aps Director at multiple semiconductor companies DEVELOPMENT – Hardware, firmware and software semiconductor solutions
? Systems solutions: Cypress PSoC microcontroller systems for USB Type-C, SEEQ Ethernet transceiver/data link converters, with firmware OPERATIONS – Exceptional customer service
? Board Director Cypress Semiconductor (1995-2014). Dan drove Cypress management to change their benchmarks for best-in-class customer service and was a key driver in Cypress’s strong quality and delivery performance improvements.
Dan McCranie has extensive experience as CEO, Sales & Mkt EVP and Applications Manager in creating and selling silicon solutions in the desired Cypress 3.0 end markets.
8 www.CypressFirst.com

Camillo Martino’s Experience Related to Cypress 3.0
CORPORATE – Target Market and Applications
? COO at Zoran Corporation (2001-2005) creating, manufacturing and marketing system-on-a-chip products to consumer and industrial market
? CEO Silicon Image (2010 – 2015) building and selling systems solutions products to the consumer market
MARKET – Addressing key markets with systems solutions.
? Consumer/Industrial Market: CEO Cornice Inc., building system storage solutions market.
? Applications & Marketing at National Semiconductor (1987-2000) creating product and customer reference system solution designs for the automotive, industrial, consumer and telecom CUSTOMER – Executive relationships at key and strategic accounts
? Marketing Director and Applications Engineer at National Semiconductor (1987-2000)
? COO at Zoran Corporation (2001-2005)
? CEO Silicon Image (2010-2015)
DEVELOPMENT – Hardware, firmware and software semiconductor solutions
? COO at Zoran Corporation (2001-2005) creating, manufacturing and marketing system-on-a-chip products to consumer and industrial market
? CEO Silicon Image (2010-2015) building and selling systems solutions products to the consumer market.
OPERATIONS – Exceptional customer service
? COO at Zoran Corporation (2001-2005) creating, manufacturing and marketing system-on-a-chip products to consumer and industrial market.
? CEO Silicon Image (2010-2015)
Camillo Martino’s entire career has been in the field of defining, developing, building and marketing silicon-based system-level products, which include the requisite firmware and software.
9 www.CypressFirst.com

Appendix
www.CypressFirst.com

CypressFirst Nominee – Camillo Martino
Camillo Martino Operating Experience – 30 years in Tech Industry
? CEO: Silicon Image 2010-2015
? COO: SAI Technology 2008-2009
? CEO: Cornice, Inc 2005-2007
? COO: Zoran 2001-2005
? Marketing & International Experience @ National Semiconductor 1987-2000
? North America, Business Unit Director 1997-2000
? Tokyo, Business Unit Director 1991-1996
? Hong Kong, Marketing 1990-1991
? Australia, Technical Applications 1987-1990
Board Experience – 3 Public Boards (2 current), 3 Private Boards
? Career semiconductor ? Board of Directors: MagnaChip Semiconductor 2016-present industry executive, focusing on corporate ? Board of Directors: MosChip 2017-present operations and ? Board of Directors: VVDN Technologies (Private) 2016-present international marketing (Private)
? Board Vice Chairman: SAI Technology 2015-present
? Age: 55
? Education: B.App.Sc. ? Board of Directors: Silicon Image, Inc. 2010-2015 (in Elec. Engineering), ? Board of Directors: SAI Technology, Inc. 2007-2010 Melbourne Univ, 1983, & Grad Dip. (in Digital ? Board of Directors: Cornice (Private) 2005-2007 Comm.), Monash Univ.
1987
? Full CV, page A1
11 www.CypressFirst.com

CypressFirst Nominee – J. Daniel “Dan” McCranie
Operating Experience–50 years in Tech Industry J. Daniel McCranie CEO: SEEQ Technology (SEEQ), 1986–1993
CEO: Virage Logic (VIRL), 2006–2010
EVP Sales and Marketing: Cypress Semiconductor , 1994–2001 and 2014–2015
EVP Sales and Marketing: SEEQ Technology, 1981–1986
EVP Sales and Marketing: Harris Corporation, 1980–1981
Design / Technical Sales Management: AMD
Design / Technical Sales Management: AMI
Design / Technical Sales Management: Signetics
Design / Technical Sales Management: Digital Development
Design / Technical Sales Management: General Dynamics
Design / Technical Sales Management: Pan American World Airways
Senior semiconductor
Board Experience – 10 Public Boards industry executive, skilled in electronic systems Board of Directors: Mentor Graphics, 2012-present design, marketing, sales Board of Directors: Freescale Corp, 2011-2014 and Management Board of Directors: Cypress Semiconductor, 2005-14Over 14 years direct Board of Directors: Actel Corp, 2004-2010 experience with Cypress as Board of Directors: Virage Logic, 2003-2010 operating executive and Board of Directors: Asat Holdings, 2002-2004
Board member
Board of Directors: ON Semiconductor Corp, 2001-2017Age: 73 Board of Directors: Xicor Corp, 2000-2004
Board of Directors: California Micro, 2000-2004
Education: BSEE    
Board of Directors: SEEQ, 1986-1994
Virginia Tech , 1966
12 www.CypressFirst.com

CypressFirst Nominator – T.J. Rodgers
Founding CEO, Cypress Semiconductor 1982-2016
T.J. Rodgers Cypress financial summary 12/81-4/16: $4.1 billion positive cashflow
• Took startup to $1.8 billion in revenue
• Achieved world No. 1 rank: SRAMs, NOR Flash memories
• Raised funding of $4.4 billion ($40M venture, $118M IPO & stock sales, $4.23B convertible/debt)
• Returned capital of $8.5 billion ($4.00B stock repurchase, $1.48B debt repayment, $425M cash dividends, $2.60B SunPower spinout)
Cypress organizational summary: built a 6,000-person worldwide organization
• 4/83, $7.5 million, Round A (25 months) IPO: $70 million, 5/86
• 32 acquisitions. Revenue: $9.7 million, Q1’86 $450 million, Q1’16
• Sunpower: acquired 2002, spun out to stockholders 2008 ($2.6 billion)
• Built the infrastructure now dubbed “Cypress 3.0”:
Automotive (started automotive business unit, hired El-Khoury, Fujitsu Founding CEO of Cypress acquisition, Spansion merger)
Communications (Broadcom IoT group acquisition)
Semiconductor in 1982. Served
USB Type-C (three USB acquisitions) as the Company’s President and
CEO until April 2016. Rodgers is Hired hundreds of software and applications engineers the largest non-institutional Created Programmable System on Chip (PSoC), internal startup Cypress stockholder controlling Named Hassane El-Khoury as successor the vote of an aggregate of 8.7 Board of Directors: Water Bit (precision agriculture), Enphase (solar electronics), million shares of common stock. Enovix (silicon-lithium ion batteries), Bloom Energy (fuel cells). Rodgers has no Full CV on page A3. interest in returning to management at Cypress
PhD Solid State Electronics, Stanford University 1975
BA Physics and Chemistry, Salutatorian, Dartmouth College 1970
13 www.CypressFirst.com

From:    Eric Benhamou [eric@benhamouglobalventures.com] Sent: 11/7/2016 2:32:21PM To: Wilbert van den Hoek [wgm.vdh@gmail.com] CC:Pam Tondreau [/o=Exchangelabs/ou=Exchange Administrative Group (FYDIBOHF23SPDLT)/cn=Recipients/cn=fa5220309e174b2e9da855c09f53c5fb-Pam Tondrea]; Mike Wishart [michaelwishart@me.com] Subject: Re: Employment Agreement for Ray    Wilbert,    Yes. This reflects a discussion I had with Ray last Friday.    Ray talked to me about his role at Canyon Bridge. He was approached to join as an advisory partner. Ray told me he had nothing to do with the Lattice deal and had asked the Canyon Bridge team to be kept out of it. He also consulted with Having said that, we will still need to manage this relationship very carefully because there is bound to be some overlaps. This is ripe for conflicts on interest ... BGV    Eric Benhamou I    Founder and General Partner 540 Cowper Street, Suite 200    I    Palo Alto, CA 94301-1806 +1 (650) 324-3680 T    I    +1 (650) 473-1347 F    I    +1 (408) 421-4128 c                 On Nov 7, 2016, at 9:35AM, Wilbert van den Hoek <wgm.vdh@gmail.com> wrote: Hi Eric, Is this new agreement the result of a discussion between you and Ray? Did you talk with Ray about his role at Canyon Bridge Capital Partners, Inc.? Best regards, Wilbert On Mon, Nov 7, 2016 at 9:19AM, Eric Benhamou <eric@benhamouglobalventures.com> wrote: Thanks Pam.    <bgv_logol00.jpg>    Eric Benhamou I    Founder and General Partner 540 Cowper Street, Suite 200    I    Palo Alto, CA 94301-1806 +1 (6501 324-3680 T    I    +1 (650) 473-1 347 F I    +1 (4081 421 -41 28 c CONFIDENTIAL CY00000809

On Nov 7, 2016, at 8:52 AM, Pam Tondreau <Pamela.Tondreau@cypress.com> wrote: <SKM_C654e16110709460.pdf> CONFINENTIAL CY00000810