<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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 Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
RF MICRO DEVICES, 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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
RF MICRO DEVICES, INC.
7628 THORNDIKE ROAD
GREENSBORO, NORTH CAROLINA 27409-9421
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 25, 2000
TO THE SHAREHOLDERS OF RF MICRO DEVICES, INC.:
We hereby give notice that the Annual Meeting of Shareholders of RF
Micro Devices, Inc. (the "Company") will be held on Tuesday, July 25, 2000 at
10:00 a.m. local time, at The Greensboro - High Point Marriott Airport, One
Marriott Drive, Greensboro, North Carolina, for the following purposes:
(1) To elect six directors for one-year terms and until their
successors are duly elected and qualified;
(2) To approve the amendment of our articles of incorporation to
increase our authorized common stock from 150,000,000 shares to 500,000,000
shares;
(3) To ratify the appointment of Ernst & Young LLP as our independent
auditors for the fiscal year ending March 31, 2001; and
(4) To transact such other business as may properly come before the
meeting.
Under North Carolina law, only shareholders of record at the close of
business on the record date, which is June 19, 2000, are entitled to notice of
and to vote at the annual meeting or any adjournment. It is important that your
shares of common stock be represented at this meeting so that the presence of a
quorum is assured.
A copy of our 2000 Annual Report containing our financial statements
for the fiscal year ended March 31, 2000 is enclosed.
By Order of the Board of Directors
/s/ Powell T. Seymour
Powell T. Seymour
Secretary
June 26, 2000
Even if you plan to attend the meeting in person, please date and
execute the enclosed proxy and mail it promptly. If you attend the meeting, you
may revoke your proxy and vote your shares in person. A postage-paid,
return-addressed envelope is enclosed.
<PAGE> 3
RF MICRO DEVICES, INC.
7628 THORNDIKE ROAD
GREENSBORO, NORTH CAROLINA 27409-9421
PROXY STATEMENT
The enclosed proxy, for use only at the Annual Meeting of Shareholders
to be held July 25, 2000, at 10:00 a.m. local time at The Greensboro - High
Point Marriott Airport, One Marriott Drive, Greensboro, North Carolina, and any
adjournment thereof, is solicited on behalf of the Board of Directors of RF
Micro Devices, Inc. (the "Company"). The approximate date that we are first
sending these proxy materials to shareholders is June 27, 2000. This
solicitation is being made by mail and may be made in person or by fax or
telephone by our officers or employees. We will pay all expenses incurred in
this solicitation. We will request banks, brokerage houses and other
institutions, nominees and fiduciaries to forward the soliciting material to
beneficial owners and to obtain authorization for the execution of proxies. We
will, upon request, reimburse these parties for their reasonable expenses in
forwarding proxy materials to beneficial owners.
The accompanying proxy is for use at the meeting if a shareholder
either will be unable to attend in person or will attend but wishes to vote by
proxy. The proxy may be revoked by the shareholder at any time before it is
exercised by filing with our corporate secretary an instrument revoking it,
filing a duly executed proxy bearing a later date or by attending the meeting
and electing to vote in person. All shares of the Company's common stock (the
"common stock") represented by valid proxies received pursuant to this
solicitation, and not revoked before they are exercised, will be voted in the
manner specified therein. If no specification is made, the proxies will be voted
in favor of: (a) electing the six nominees for directors named herein (or their
substitutes) for one-year terms expiring in 2001; (b) amending our articles of
incorporation to increase our authorized common stock from 150,000,000 shares to
500,000,000 shares; and (c) ratifying the appointment of Ernst & Young LLP as
our independent auditors for the fiscal year ending March 31, 2001.
The presence in person or by proxy of a majority of the shares of
common stock outstanding on the record date constitutes a quorum for purposes of
conducting business at the meeting. Once a share is represented for any purpose
at a meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjourned meeting. Abstentions and shares that are withheld
as to voting with respect to one or more of the nominees for director will be
counted in determining the existence of a quorum, but shares held by a broker,
as nominee, and not voted on any matter will not be counted for such purpose.
Under the laws of North Carolina, the persons receiving a plurality of
the votes cast by the shares entitled to vote will be elected as directors.
Under the Company's articles of incorporation, the proposal to amend our
articles of incorporation to increase the number of authorized shares will be
approved if the holders of a majority of the outstanding shares of the Company's
common stock approve the proposal. The proposal to ratify the appointment of
auditors for fiscal 2001 will be approved if the votes cast in favor of the
proposal exceed the votes cast against it. Abstentions, shares which are
withheld as to voting with respect to nominees for director and shares held of
record by a broker, as nominee, that are not voted with respect to the proposals
will not be counted as a vote in favor of or against such proposals and,
therefore, will have no effect on the proposal to elect the nominees for
directors or the proposal to ratify the appointment of auditors.
VOTING SECURITIES OUTSTANDING
Under North Carolina law, June 19, 2000 has been fixed as the record
date for determining holders of common stock entitled to notice of and to vote
at the meeting. Each share of our common stock issued and outstanding on June
19, 2000 is entitled to one vote on all proposals at the meeting, except that
shares we hold in a fiduciary capacity may only be voted in accordance with the
instruments creating the fiduciary capacity. Holders of shares of common stock
vote together as a voting group on all proposals. At the close of business on
June 19, 2000, there were 80,475,096 shares of our common stock outstanding and
entitled to vote.
<PAGE> 4
Where appropriate, we have adjusted references in this proxy statement
to prices and share numbers of our common stock to reflect two 2-for-1 stocks
splits. The first was effected in the form of a 100% share dividend payable on
March 31, 1999 to record holders of common stock on March 17, 1999, and the
second was effected in the form of a 100% share dividend payable on August 18,
1999 to record holders of common stock on August 2, 1999.
SECURITY OWNERSHIP
The following table sets forth information with respect to the
beneficial ownership of common stock as of June 19, 2000 by (a) each person
known by us to own beneficially five percent or more of our outstanding shares
of common stock, (b) each director and nominee for director, (c) the Named
Executives (as defined in "Management Compensation," below), and (d) all current
directors and executive officers as a group. Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission (the
"SEC"). In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to options
or warrants held by that person that are currently exercisable or that are or
may become exercisable within 60 days of June 19, 2000 are deemed outstanding.
These shares, however, are not deemed outstanding for the purposes of computing
the percentage ownership of any other person. Except as indicated in the
footnotes to this table and under applicable community property laws, each
shareholder named in the table has sole voting and investment power with respect
to the shares set forth opposite the shareholder's name.
Beneficial Ownership
-----------------------
Number of
Shares Percent
--------- -------
TRW Inc. (1).................................... 11,500,948 14.29%
Morgan Stanley Dean Witter & Co. (2)............ 4,730,632 5.88%
William J. Pratt (3)............................ 1,053,488 1.30%
David A. Norbury (4)............................ 482,649 *
Powell T. Seymour (5)........................... 420,803 *
Jerry D. Neal (6)............................... 338,912 *
Walter H. Wilkinson, Jr. (7).................... 165,629 *
Dr. Albert E. Paladino (8)...................... 93,333 *
Arthur E. Geissberger (9) ...................... 91,200 *
Erik H. van der Kaay (10)....................... 72,333 *
Terri D. Zinkiewicz (11)........................ 10,000 *
Directors and executive officers as a group (11
persons) (12)................................... 2,812,440 3.44%
--------------
* Indicates less than one percent
(1) Terri D. Zinkiewicz, who is a director of the Company, is Controller of
TRW's Space and Electronics Group. Ms. Zinkiewicz does not hold any
voting or investment power over such shares. TRW's address is 1900
Richmond Road, Cleveland, Ohio 44124.
<PAGE> 5
(2) Based on information included in a Schedule 13-G filed with the SEC on
February 1, 2000. The address of Morgan Stanley Dean Witter & Co. is
1585 Broadway, New York, New York 10036.
(3) Includes 327,112 shares of common stock issuable upon the exercise of
stock options.
(4) Includes 192,910 shares of common stock issuable upon the exercise of
stock options.
(5) Includes 117,648 shares of common stock issuable upon the exercise of
stock options.
(6) Includes 131,855 shares of common stock issuable upon the exercise of
stock options.
(7) Includes 73,333 shares of common stock issuable upon the exercise of
stock options.
(8) Includes 13,333 shares of common stock issuable upon the exercise of
stock options.
(9) Includes 86,200 shares of common stock issuable upon the exercise of
stock options.
(10) Includes 48,333 shares of common stock issuable upon the exercise of
stock options.
(11) Represents 10,000 shares of common stock issuable upon the exercise of
stock options.
(12) Includes 1,048,796 shares of common stock issuable upon the exercise of
stock options.
PROPOSAL 1 -- ELECTION OF DIRECTORS
Under our bylaws, the Board of Directors consists of seven to nine
members, as determined by the Board or the shareholders from time to time. The
Board has determined that the number of directors within the range shall be
seven, as to which there is currently one vacancy caused by the resignation in
1999 of one of our directors. As of yet, a replacement has not been found to
fill such vacancy. Assuming the election of the remaining nominees for director
named in the proxy statement, there will be one vacancy that the Board intends
to fill, pursuant to our bylaws, following identification of a qualified
nominee. Proxies will not be voted for a greater number of persons than the
number of nominees named. Directors are elected annually to serve for one-year
terms and until their successors are duly elected and qualified. There are no
family relationships among any of our directors or officers. All nominees
presently serve as directors. We intend that the proxyholders named in the
accompanying form of proxy will vote to elect the six nominees listed below as
directors, unless the authority to vote is withheld. Although we expect that
each of the nominees will be available for election, if any vacancy in the slate
of nominees occurs, we expect that shares of common stock represented by proxies
will be voted for the election of a substitute nominee or nominees recommended
by management.
The names of the nominees for election to the Board, their principal
occupations and certain other information follows:
NOMINEES FOR ELECTION AS DIRECTORS
Director of the
Name Age Company Since
---- --- ---------------
David A. Norbury 49 1992
William J. Pratt 57 1991
Dr. Albert E. Paladino 67 1992
Erik H. van der Kaay 60 1996
<PAGE> 6
Walter H. Wilkinson, Jr. 54 1992
Terri D. Zinkiewicz 45 1997
DAVID A. NORBURY has been President and Chief Executive Officer and a
director since September 1992. Mr. Norbury was employed as President and Chief
Executive Officer of Polylythics, Inc., a developer of semiconductor technology
based in Santa Clara, California, from August 1989 to March 1991. He is also a
director of Telaxis Communications Corp., a publicly traded manufacturer of
broadband wireless equipment for network access applications.
WILLIAM J. PRATT, a founder of the Company, was President from February
1991 to September 1992 and has been Chairman and Chief Technical Officer since
September 1992. He has also been a director since the Company's inception. Prior
to such time, Mr. Pratt was employed for 13 years with Analog Devices, Inc., an
integrated circuit manufacturer, as Engineering Manager and General Manager.
DR. ALBERT E. PALADINO has been a director since December 1992. He is
Chairman of Telaxis Communications Corp. Dr. Paladino is also a member of the
Board of Directors of TranSwitch Corporation, a publicly traded developer of
highly integrated digital and mixed signal semiconductor solutions for the
telecommunications and data communications markets, and Helioss Corporation, a
developer of high capacity millimeter wave communications equipment. He was a
general partner of Advanced Technology Ventures, a venture capital firm, from
1981 through 1998. Prior to joining Advanced Technology Ventures, he held senior
positions with Raytheon Company, GTE Laboratories, the National Institute of
Standards and Technology and the Congressional Office of Technology Assessment.
ERIK H. VAN DER KAAY has been a director since July 1996. Mr. van der
Kaay has been President and Chief Executive Officer of Datum, Inc., a publicly
traded synchronization products company based in Irvine, California, since April
1998. He was employed in various capacities, most recently as Executive Vice
President, with Allen Telecom, a telecommunications company based in Beachwood,
Ohio, from June 1990 to March 1998. Mr. van der Kaay is also a director of
Datum, Inc. and TranSwitch Corporation.
WALTER H. WILKINSON, JR. has been a director since March 1992. Mr.
Wilkinson is a general partner of Kitty Hawk Capital, a venture capital firm
based in Charlotte, North Carolina, that he founded in 1980.
TERRI D. ZINKIEWICZ has been a director since February 1997. Ms.
Zinkiewicz has been employed with TRW in various capacities during the past 19
years, most recently as Controller of the Space and Electronics Group.
BOARD COMMITTEES
Our Board of Directors has two standing committees, a Compensation
Committee and an Audit Committee. The Compensation Committee, upon delegation of
authority by the Board of Directors, has the authority to (a) establish and
implement the cash and non-cash compensation of each officer, salaried employee
and agent of or consultant to the Company (subject to any employment or other
agreement such officer, employee, agent or consultant may have) on an annual,
semi-annual or other periodic basis; and (b) implement and monitor any personnel
policy, collective bargaining agreement, health or dental insurance plan,
retirement plan, profit sharing plan, deferred compensation plan, stock option
or other stock-based benefit plan, bonus plan, incentive or any other employee
benefit plan or agreement that we provide to our employees, officers, directors
or consultants. The members of the Compensation Committee are Messrs. van der
Kaay, Paladino and Wilkinson, none of whom is an employee of the Company.
The Audit Committee is appointed by the Board to assist the Board in
monitoring the integrity of our financial statements, our compliance with legal
and regulatory requirements and the independence and performance of our external
auditors. The Audit Committee has the authority to (a) review the annual audited
financial statements with management, including major issues regarding
accounting and auditing principles and practices, changes in
<PAGE> 7
principles and practices and judgments made, as well as the adequacy of internal
controls; (b) review and concur in the appointment, replacement, reassignment or
dismissal of the person, if any, responsible for directing our internal
auditing; (c) review with management and the independent auditor our quarterly
financial statements prior to the filing of each Form 10-Q; (d) meet
periodically with management to review our major financial risk exposures and
the steps management has taken to monitor and control such exposures and to
determine the adequacy of financial reserves; (e) recommend to the Board the
appointment of the independent auditor, approve the fees to be paid and evaluate
its performance; (f) receive periodic reports from the independent auditor
regarding the auditor's independence consistent with applicable standards and
discuss such reports with the auditor and the full Board; (g) meet with the
independent auditor prior to the audit to review the planning, staffing and
coverage of the audit, including discussions of the matters required to be
discussed by appropriate SEC accounting and auditing standards; (h) review with
the independent auditor any problems or difficulties the auditor may have
encountered and any management letter provided by the auditor and RFMD's
response to that letter; (i) review and advise the Board with respect to the our
policies and procedures regarding compliance with applicable laws and
regulations; (j) review with our outside counsel legal matters that may have a
material impact on the financial statements, our compliance policies and any
material reports or inquiries received from regulators or governmental agencies;
and (k) meet at least annually with the chief financial officer and the
independent auditor in separate executive sessions. The members of the Audit
Committee are Ms. Zinkiewicz and Messrs. van der Kaay and Wilkinson, none of
whom is an employee of the Company.
All directors attended at least 75% of the Board meetings and assigned
committee meetings during the fiscal year ended March 31, 2000. The Board held 5
meetings during the year, the Compensation Committee held 11 meetings, and the
Audit Committee held 3 meetings.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under federal securities laws, our directors, officers and beneficial
owners of more than 10% of the common stock are required to report their
beneficial ownership of common stock and any changes in that ownership to the
SEC. Specific dates for such reporting have been established and we are required
to report in this proxy statement any failure to file by the established dates
during the last fiscal year. In the last fiscal year, to our knowledge, all of
these filing requirements were satisfied by our directors, officers and
principal shareholders, except that TRW Inc. failed to report on a timely basis
approximately 80 transactions involving the common stock during April and May
1999, and Messrs. Pratt, Priddy and Seymour each failed to report one
transaction on a timely basis.
EXECUTIVE OFFICERS
Our current executive officers are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
David A. Norbury............. 49 President, Chief Executive Officer and
Director
William J. Pratt............. 57 Chairman of the Board, Chief Technical
Officer and Director
Powell T. Seymour............ 57 Vice President of Operations and Secretary
Jerry D. Neal................ 55 Executive Vice President of Sales, Marketing
and Strategic Development
William A. Priddy, Jr........ 39 Chief Financial Officer and Vice President of
Administration
Arthur E. Geissberger........ 47 Vice President of Wafer Fabrication Operations
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
Gary J. Grant................ 44 Vice President of Quality Assurance
Robert A. Bruggeworth........ 39 Vice President of Wireless Products
</TABLE>
Set forth below is certain information with respect to our executive
officers. Officers are appointed to serve at the discretion of the Board of
Directors. There are no family relationships between any of our executive
officers or directors. Information regarding Messrs. Norbury and Pratt is
included in the director profiles above.
POWELL T. SEYMOUR, a founder of the Company, has been Vice President of
Operations and Secretary since the Company's inception in February 1991. Prior
to such time, Mr. Seymour was employed for 11 years with Analog Devices, Inc. as
Manufacturing Engineer and Manufacturing Engineer Manager. Mr. Seymour served as
a director from February 1992 to July 1993.
JERRY D. NEAL, a founder of the Company, served as Vice President of
Sales and Marketing from May 1991 to January 2000, when he became Executive Vice
President of Sales, Marketing and Strategic Development. Prior to joining the
Company, Mr. Neal was employed for 10 years with Analog Devices, Inc. as
Marketing Engineer, Marketing Manager and Business Development Manager. Mr. Neal
served as a director from February 1992 to July 1993.
WILLIAM A. PRIDDY, JR. became Chief Financial Officer and Vice
President of Administration in July 1997. He was Controller from December 1991
to December 1993, Treasurer from December 1993 to May 1999, and Vice President
of Finance from December 1994 to July 1997. Prior to joining the Company, Mr.
Priddy was employed for five years with Analog Devices, Inc. as Financial
Analyst, Marketing Analyst and Marketing Services Manager.
ARTHUR E. GEISSBERGER has been the Company's Vice President of Wafer
Fabrication Operations since July 1996. From February 1991 to July 1996, Mr.
Geissberger was employed with Alpha Industries, Inc., a manufacturer of
microwave and millimeter-wave frequency components and subsystems based in
Methuen, Massachusetts, as GaAs Wafer Fabrication Manager and Manager of Foundry
Operations.
GARY J. GRANT has served as Vice President of Quality Assurance since
November 1998. From April 1995 to November 1998, Mr. Grant was employed with ST
Microelectronics, Inc., a broad-ranged manufacturer of integrated circuits, as
Director of Quality and Facilities. From July 1980 to April 1994, Mr. Grant was
employed with Texas Instruments as Fab Process Engineer, Product Engineering
Manager and Total Quality Manager.
ROBERT A. BRUGGEWORTH has been the Company's Vice President of Wireless
Products since September 1999. Mr. Bruggeworth was employed at Tyco
Electronics/AMP Inc., a supplier of electrical and electronic connection
devices, from July 1983 through June 1999. He held a number of manufacturing and
engineering management positions from July 1983 to July of 1995. From July 1995
to June 1999, Mr. Bruggeworth served first as Vice President of Asia Pacific
Operations and then as Vice President of Global Computer and Consumer
Electronics based in Hong Kong, China.
<PAGE> 9
MANAGEMENT COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The following table presents information relating to total compensation
during the fiscal years ended March 31, 2000, March 31, 1999 and March 31, 1998,
of the Chief Executive Officer and our four next most highly compensated
executive officers (the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------- ------------------------------
RESTRICTED SECURITIES ALL OTHER
NAME AND STOCK UNDERLYING COMPENSATION
PRINCIPAL POSITIONS YEAR (1) SALARY ($) BONUS ($)(2) AWARDS ($)(3) OPTIONS (#) ($)(4)
------------------- -------- ---------- ------------ ------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
David A. Norbury 2000 241,923 250,000 603,394 50,000 5,190
President and Chief 1999 211,923 220,000 0 225,000 5,190
Executive Officer 1998 179,615 0 0 0 5,402
William J. Pratt 2000 213,269 220,000 0 45,000 0
Chairman and Chief 1999 188,403 195,000 0 202,500 0
Technical Officer 1998 159,769 0 0 0 0
Jerry D. Neal 2000 196,038 218,000 521,670 40,000 4,568
Executive Vice 1999 168,592 175,000 0 186,000 4,452
President of Sales, 1998 140,385 0 0 0 4,636
Marketing and Strategic
Development
Arthur Geissberger 2000 191,808 198,000 441,528 40,000 4,446
Vice President of Wafer 1999 168,370 175,000 0 211,000 4,460
Fabrication Operations 1998 139,200 0 0 0 4,634
Powell T. Seymour 2000 158,885 164,000 322,897 30,000 4,767
Vice President of 1999 140,624 145,000 0 211,000 4,219
Operations and 1998 120,769 0 0 0 4,403
Secretary
</TABLE>
---------------
(1) The Company uses a 52-week or 53-week fiscal year ending on the
Saturday closest to March 31 in each year. Each of the 1998, 1999 and
2000 fiscal years was a 52-week year. For purposes of this proxy
statement, each fiscal year is described as ending on March 31.
(2) The Compensation Committee has implemented a discretionary bonus
program pursuant to which bonuses may be awarded to our executive
officers from time to time in amounts reflecting the Compensation
Committee's evaluation of the executive officers' contributions. See
"Compensation Committee Report on Executive Compensation" below.
(3) The value shown is the number of restricted shares times the closing
market price of the common stock on the day of grant. The restricted
shares vest over a period of five years. At fiscal year-end, the total
number and value (based on the closing market price of the common stock
on the last trading day of the fiscal year) of restricted shares held
by the Named Executives was: Mr. Norbury, 13,733 shares worth
$2,200,713; Mr. Pratt, no shares; Mr. Neal, 11,873 shares worth
$1,902,648; Mr. Geissberger, 10,049 shares worth $1,610,352; and Mr.
Seymour, 7,349 shares worth $1,177,677. The values given do not reflect
the fact that the shares are restricted.
(4) Reflects amounts contributed by the Company during the last fiscal year
to the accounts of the Named Executives under the Company's 401(k)
plan.
<PAGE> 10
The following table provides information concerning options for the
common stock exercised by each of the Named Executives during fiscal year 2000,
and the value of options held by each at the end of the fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END ($)(2)
SHARES VALUED ------------------------ -------------------------
ACQUIRED ON REALIZED
NAME EXERCISE(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David A. Norbury 39,246 2,624,157 166,455 343,455 26,271,657 53,023,784
William J. Pratt -- -- 303,157 304,455 48,180,593 46,965,424
Jerry D. Neal -- -- 242,321 266,255 38,518,077 41,064,544
Arthur E. Geissberger 90,200 4,440,194 60,000 280,800 9,459,200 43,350,625
Powell T. Seymour -- -- 104,193 167,455 16,500,076 25,695,119
</TABLE>
---------------
(1) Value represents the difference between the option price and the market
value of the common stock on the date of exercise.
(2) Value represents the difference between the option price and the market
value of the common stock at fiscal year-end.
The following table sets forth for each of the Named Executives certain
information concerning stock options granted during fiscal year 2000.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM (1)
OPTIONS EMPLOYEES EXERCISE OR ----------------------------
GRANTED IN FISCAL BASE PRICE EXPIRATION
NAME (#)(2) YEAR ($/SH) DATE 5% ($) 10% ($)
---- ---------- ---------- ----------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
David A. Norbury 50,000 1.88% 20.9375 3/29/09 658,374 1,668,449
William J. Pratt 45,000 1.70% 20.9375 3/29/09 592,537 1,501,604
Jerry D. Neal 40,000 1.51% 20.9375 3/29/09 526,699 1,334,759
Arthur E. Geissberger 40,000 1.51% 20.9375 3/29/09 526,699 1,334,759
Powell T. Seymour 30,000 1.13% 20.9375 3/29/09 395,024 1,001,069
</TABLE>
---------------
(1) The potential realizable value is calculated based on the term of the
option at its time of grant (10 years) and is calculated by assuming
that the stock price on the date of grant as determined by the Board of
Directors appreciates at the indicated annual rate compounded annually
for the entire term of the option and that the option is exercised and
sold on the last day of its term for the appreciated price. The 5% and
10% assumed rates of appreciation are derived from the rules of the SEC
and do not represent our estimate or projection of the future common
stock price.
<PAGE> 11
(2) These options vest and become exercisable in five equal installments on
the first five anniversaries of the date of grant.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The objectives of the Compensation Committee are to enhance the
Company's ability to recruit and retain qualified management, to motivate
executives to achieve established performance goals and to ensure an element of
congruity between the financial interests of the Company's management and its
shareholders.
The Compensation Committee considers the following factors in setting
the compensation of the Chief Executive Officer and the other executive officers
of the Company:
o The overall performance of the Company during the fiscal year
in question;
o Individual performance appraisals of the executive officers
and their contributions toward the Company's performance goals
and other objectives as established by the Board of Directors
and the Compensation Committee;
o The compensation packages for executives at other publicly
held U.S. manufacturers of integrated circuits with similar
ranks and levels of responsibility; and
o The overall compensation level of all employees of the
Company.
Compensation arrangements adopted by the Compensation Committee include
up to four components: (a) a base salary; (b) grant of equity incentives in the
form of stock options, restricted stock and other similar awards in respect of
shares of common stock; (c) a discretionary cash bonus program pursuant to which
bonuses may be awarded to executive officers from time to time in amounts based
both on objective criteria established by the Compensation Committee, such as
attainment of revenue, profit and gross margin goals, and on the Compensation
Committee's subjective evaluation of such executive officers' contributions to
the Company; and (d) other compensation and employee benefits generally
available to all employees of the Company, such as health insurance and
participation in the Company's 401(k) plan.
The Chief Executive Officer's salary, bonus and equity incentive awards
are established by the Compensation Committee. Recommendations regarding the
base salary, bonuses and stock option or other awards of the Company's executive
officers other than Mr. Norbury are made to the Compensation Committee by Mr.
Norbury and are subject to its approval. The amount of bonuses and stock option
or other awards, if any, for which an executive officer, including the Chief
Executive Officer, may be eligible to receive are based on the attainment of
specified corporate performance factors. The relevant corporate performance
factors for the last fiscal year included revenues, net bookings, gross margin
percentages, earnings per share, customer diversification and percentage of
revenues represented by the sales of silicon products.
During fiscal 2000, Mr. Norbury earned a base salary of $241,923, which
represents a 14% increase over his base salary during the preceding fiscal year.
At this level, Mr. Norbury's base salary is approximately 5 times the average
Company employee's salary. Mr. Norbury received a bonus of $250,000 during
fiscal 2000. In addition, Mr. Norbury was awarded stock options to purchase
50,000 shares of common stock at an exercise price of $20.9375 per share on
March 29, 1999 and 13,733 shares of restricted stock on October 27, 1999. These
options and shares of restricted stock vest over a period of five years, subject
to Mr. Norbury's continued employment with the Company. The Compensation
Committee feels that the adjustment in Mr. Norbury's base salary for fiscal 2000
was justified by the continued positive results being achieved by the Company --
particularly its steady growth in revenues and profitability -- and by other
significant developments then occurring, including the rapid progress in the
ramping up of production from the Company's first wafer fabrication facility and
the commencement of construction of a second facility. The Compensation
Committee believes, based on its review of publicly available information
concerning the Company's competitors, that Mr. Norbury's compensation is well
within the range of compensation provided to executives of similar rank and
responsibility. The Committee believes that competition for qualified executives
in the
<PAGE> 12
integrated circuit industry is extremely strong, and that to attract and retain
such persons the Company must maintain an overall compensation package similar
to those offered by its peer companies.
The Compensation Committee believes that substantial equity ownership
encourages management to take action favorable to shareholders of the Company.
Accordingly, equity-based compensation makes up a significant portion of the
overall compensation of the Named Executives and other executive officers. The
Compensation Committee also encourages the Company's employees to commit a
portion of their base salary to the purchase of the Company's common stock
through the Employee Stock Purchase Plan.
In general, compensation in excess of $1 million to any of the Named
Executives may be subject to limitations on deductibility by the Company under
Section 162(m) of the Internal Revenue Code of 1986, as amended. The limits on
deduction do not apply to performance-based compensation that satisfies certain
requirements. The Compensation Committee has not adopted any policies with
respect to Section 162(m), although the 1999 Stock Incentive Plan, which was
adopted by shareholders at the 1999 annual meeting, is structured to comply with
Section 162(m) to the extent practicable.
This report has been prepared by members of the Compensation Committee.
Members of this committee are:
Walter H. Wilkinson, Jr. (Chairman)
Erik H. van der Kaay
Dr. Albert E. Paladino
EMPLOYEE BENEFIT PLANS
1999 Stock Incentive Plan. The 1999 Stock Incentive Plan, which the
Company's shareholders approved at the 1999 annual meeting of shareholders,
provides for the issuance of a maximum of 8,000,000 shares of common stock
pursuant to awards granted under the plan. Awards that may be granted under the
plan include incentive stock options and nonqualified stock options, stock
appreciation rights, and restricted stock awards and restricted units. The
number of shares reserved for issuance under the plan and the terms of awards
may be adjusted upon certain events affecting the Company's capitalization. No
awards may be granted under the plan after June 30, 2009.
The plan is administered by the Compensation Committee upon delegation
from the Board of Directors. Under the terms of the plan, the committee has full
and final authority to take any action with respect to the plan, including
selection of individuals to be granted awards, the types of awards and the
number of shares of common stock subject to an award, and determination of the
terms, conditions, restrictions and limitations of each award.
1997 Key Employees' Stock Option Plan. Our 1997 Key Employees' Stock
Option Plan provides for the grant of options to purchase common stock to key
employees and independent contractors in our service. This plan permits the
granting of both incentive options and nonqualified options. The aggregate
number of shares of common stock that may be issued pursuant to options granted
under the plan may not exceed 5,200,000 shares, subject to adjustment upon
certain events affecting our capitalization. This plan is similarly administered
by the Compensation Committee.
As of March 31, 2000, we had granted options to employees, including
the Named Executives, for 11,012,989 shares of common stock under these two
plans and a predecessor plan, of which options for 2,900,117 shares have been
exercised and options for 192,984 shares have been forfeited. The exercise
prices for outstanding options granted under the plans range from $0.0375 to
$175 per share, with a weighted average of $17.2179 per share. The Company has
also granted awards other than stock options under the 1999 plan pursuant to
which a total of 200,000 shares of common stock may be issued.
Employee Stock Purchase Plan. Our Employee Stock Purchase Plan is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Code. This plan is intended to encourage stock ownership through means of
payroll deductions. All of our regular full-time employees (including officers)
and all other employees
<PAGE> 13
(except for certain part-time and seasonal employees) are eligible to
participate after being employed for three months. Directors who are not
employees are not eligible to participate. An aggregate of 2,000,000 shares of
common stock has been reserved for offering under the stock purchase plan,
subject to anti-dilution adjustments in the event of certain changes in our
capital structure.
We make no cash contributions to the stock purchase plan, but bear the
expenses of its administration. The plan is administered by the Compensation
Committee, which has authority to establish the number and duration of the
purchase periods during the term of the plan, and to make rulings and
interpretations thereunder.
Retirement Plan. Each employee is eligible to participate in our
qualified 401(k) plan after three months of service. An employee may invest a
maximum of 15% of pretax earnings in the plan. Employer contributions to the
plan are made at the discretion of management and the Board of Directors. An
employee is fully vested in the employer contribution portion of the plan after
completion of five continuous years of service. We made contributions to the
plan of approximately $511,000 during the fiscal year ended March 31, 2000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to the formation of the Compensation Committee in March 1994, the
Board of Directors made all determinations with respect to executive officer
compensation. No interlocking relationships exist between our Board or
Compensation Committee and the board of directors or compensation committee of
any other company. Each of our directors, or an affiliate thereof, has purchased
securities of the Company.
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company is eligible to
receive $12,000 per year for service as a member of the Board, plus $1,000 per
Board meeting attended, and $2,000 per year for service on each committee of the
Board on which he or she serves. In addition, all directors are reimbursed for
expenses incurred by them in their capacity as directors. Other than the
reimbursement of expenses, directors who are employees of the Company do not
receive additional compensation for service.
Under our Nonemployee Directors' Option Plan, as amended and restated
effective January 26, 1999, each director who was not an employee of the Company
at the time of completion of our initial public offering in June 1997, and each
non-employee director who is first elected to the Board thereafter, received or
will receive options to purchase 10,000 shares of our common stock at the market
price of the stock at the time of grant. Prior to the 1999 annual meeting of
shareholders, each participating non-employee director received an annual option
grant for 20,000 shares of common stock at the market price at the time of
grant. Commencing with the 1999 annual meeting, each participating non-employee
director who is reelected receives an annual option grant for 10,000 shares of
common stock at the market price at the time of grant. Awards granted under the
plan vest in three annual installments.
PERFORMANCE GRAPH
The graph set forth below compares, for the period beginning
immediately after our initial public offering on June 3, 1997, the "cumulative
total return" to our shareholders as compared with the return of The Nasdaq
Stock Market Index (U.S. Companies) (the "Nasdaq Market Index") and the Nasdaq
Electronic Components Index (the "Electronic Components Index"), our industry
index. The graph was prepared using information provided by the Center for
Research Studies in Securities Prices at the University of Chicago. "Cumulative
total return" has been computed assuming an investment of $100 at the beginning
of the period indicated in our common stock and the stock of the companies
included in the Nasdaq Market Index and the Electronic Components Index, and
assuming the reinvestment of dividends.
<PAGE> 14
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG RF MICRO DEVICES, INC.
NASDAQ MARKET INDEX AND ELECTRONIC COMPONENTS INDEX
<TABLE>
<CAPTION>
6/3/97 9/25/97 3/27/98 9/25/98 3/26/99 9/24/99 3/24/00
<S> <C> <C> <C> <C> <C> <C> <C>
NASDAQ MARKET INDEX 100.0 121.5 132.7 127.4 177.4 202.0 362.9
ELECTRONIC COMPONENTS INDEX 100.0 129.7 106.5 106.0 150.7 213.3 486.2
RF MICRO DEVICES, INC. 100.0 114.3 94.7 126.5 546.9 1,221.2 4,186.1
</TABLE>
The stock price performance graph depicted above shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934. The stock price performance depicted in the
graph is not necessarily an indicator of future price performance.
CERTAIN TRANSACTIONS
TRW
On June 6, 1996, we initiated a strategic alliance with TRW and entered
into agreements pursuant to which we issued to TRW (a) 826,446 shares of Class C
Preferred Stock in exchange for $5,000,000 in cash (these shares converted on a
four-for-one basis into common stock upon the closing of our initial public
offering in June 1997); (b) 10,735,720 shares of common stock in exchange for
the license agreement described below, all of which shares were initially
subject to certain voting and transfer restrictions as described below; (c) a
convertible note in the maximum principal amount of $10,000,000, convertible
into up to 4,444,444 shares of common stock; and (d) a warrant for the
<PAGE> 15
purchase, under certain circumstances, of up to 4,000,000 shares of common stock
at $2.50 per share. We also entered into a supply agreement that provides for us
to purchase from TRW certain minimum quantities of GaAs HBT wafers and GaAs
epitaxial wafers during the years 1996 to 2000. In addition, TRW has agreed to
refrain from taking certain actions regarding control of the Company during the
five years following our initial public offering, or through June 2002.
On November 15, 1999, we expanded our June 1996 license agreement with
TRW to broaden the range of products covered by the arrangement. In
consideration for this expanded license, we granted TRW two additional warrants
for the purchase of shares of our common stock. TRW also agreed to maintain
ownership of at least 7,941,161 shares of RFMD common stock (10% of the shares
then outstanding) until at least May 1, 2001.
License Agreement
Under the June 1996 license agreement, TRW granted us fully paid up,
royalty-free worldwide licenses with respect to certain of TRW's existing and
future GaAs HBT patent rights and MBE process patent rights, in each case with
accompanying know-how and technical information, to design, develop and
manufacture certain of our existing products and any product with an emitter
with a width of one to three microns, in either case provided the products are
for commercial wireless communication applications and operate on signals having
a frequency of less than 10 GHz. The license with respect to the GaAs HBT patent
rights was effective immediately, and the MBE patent right license became
effective on June 15, 1998, which was the date that our GaAs HBT wafer
fabrication facility became operational. Both licenses are exclusive as to all
persons including TRW, except that TRW has reserved the right to provide to
customers on an ongoing basis certain specified foundry services. At the option
of TRW, the license will become non-exclusive if we fail to meet the following
revenue goals, as measured in accordance with GAAP, following the date on which
our GaAs HBT wafer fabrication facility became operational (June 15, 1998):
during the first year, $30 million; during the second year, $65 million; and
during the third year, $125 million.
In this license agreement, TRW also granted us certain non-exclusive
licenses and agreed to provide us with certain technical assistance in
connection with the design, construction and operation of our GaAs HBT wafer
fabrication facility. The license agreement provides that TRW will offer to us,
on the same terms as are offered to third parties, certain non-GaAs HBT process
technologies that it develops in the future for a period of ten years following
June 15, 1998. We have agreed to share with TRW any modifications or
improvements and to grant TRW a non-exclusive, royalty-free license to use such
modifications or improvements outside our field of use.
The November 1999 expansion of the license agreement permits us to use
TRW's GaAs HBT technology also to manufacture products for commercial coaxial
and other non-fiber wire applications.
Restricted Stock Agreement
In connection with its investment in June 1996, TRW had granted to
David A. Norbury, our President and Chief Executive Officer, an irrevocable
proxy to vote 10,735,720 of the 18,485,948 shares of common stock then
beneficially owned by TRW. In accordance with its terms, this proxy expired on
July 15, 1998, 30 days after the date on which our wafer fabrication facility
became "operational" for purposes of our agreements with TRW.
Convertible Note
Under the terms of the convertible note, we borrowed $10 million from
TRW. This note, pursuant to its terms, was converted into 4,444,444 shares of
common stock upon completion of our initial public offering in June 1997.
1996 Warrant
The warrant that we granted to TRW in June 1996 provided for the
purchase of up to 4,000,000 shares of common stock at a price of $2.50 per
share. The warrant became exercisable on June 15, 1998, which was the date on
which our wafer fabrication facility became operational, and was exercised on
September 14, 1998.
<PAGE> 16
1999 Warrants
Of the warrants we issued to TRW in November 1999, the first is for
250,000 shares of common stock and is exercisable after December 31, 2000 and
expires on June 30, 2001. The second warrant is for 500,000 shares of common
stock and is exercisable after December 31, 2000 and expires on December 31,
2001, but will become null and void if we fail to achieve certain annualized
sales milestones. The value of these warrants has been estimated to be $10.0
million, which represents the cost of our right to use TRW's technology for
these new applications.
Supply Agreement
Under the terms of our supply agreement, we have agreed to purchase
from TRW, and TRW has agreed to sell to us, certain minimum quantities of
three-inch GaAs HBT processed wafers and four-inch GaAs epitaxial wafer starting
material until December 31, 2000. The estimated minimum annual purchases in
calendar year 2000 is $29 million.
Standstill Agreement
TRW has agreed with us and with the holders of preferred stock that we
issued before our initial public offering that, before June 6, 2002 (the fifth
anniversary of the closing of our initial public offering), it will not, and
will cause its affiliates not to:
o acquire, offer to acquire or agree to acquire, directly or
indirectly, any voting securities or rights or options to
acquire any of our assets or voting securities in excess of
the lesser of (a) 40% of our equity securities or (b) the
actual maximum percentage of our equity securities owned by
TRW, calculated on a fully diluted basis;
o make any public announcement with respect to, or submit any
proposal for, any extraordinary transaction involving the
Company or its securities or assets;
o make, or in any way participate in, any solicitation of
proxies to vote, or seek to advise or influence any person or
entity with respect to the voting of, any of our voting
securities;
o form, join or in any way participate in a "group" within the
meaning of Section 13 of the Securities Exchange Act of 1934
with respect to any of our voting securities; or
o solicit or encourage any person to propose a business
combination or similar transaction with, or a change in
control of, the Company.
If any party were to make a bona fide offer to purchase all of our
outstanding shares, however, TRW would be entitled during the 30-day period
following the offer to make a counterproposal for all of our outstanding shares
on the same or better terms and conditions as provided in the third-party offer.
OTHER TRANSACTIONS
We have given certain holders of preferred stock that we issued before
our initial public offering certain rights to require us to register the sale of
the Company securities held by them, or to include such securities in a
registration that we initiate.
<PAGE> 17
PROPOSAL 2 -- APPROVAL OF AMENDMENT OF
ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED COMMON SHARES
Our Board of Directors proposes that the shareholders approve an
amendment of our articles of incorporation to increase the number of authorized
shares of common stock from 150,000,000 shares to 500,000,000 shares. As
amended, Article 2(a) of our articles of incorporation would provide as follows:
The number of shares of stock that the Corporation shall have
the authority to issue is (i) 500,000,000 shares of common stock, no
par value (the "Common Stock") and (ii) 5,000,000 shares of one or more
classes of preferred stock, no par value, to be established by the
Board of Directors of the Corporation as provided herein (the
"Preferred Stock") or one or more series within a class so established.
If adopted, the amendment would become effective upon the filing of articles of
amendment with the North Carolina Secretary of State, which would occur as soon
as practicable following the meeting. The remainder of our articles of
incorporate will not change.
On June 19, 2000, we had 80,475,096 shares of common stock outstanding.
On that date, an additional 16,790,808 shares of common stock were reserved for
issuance pursuant to our stock-based plans and 750,000 shares were reserved for
issuance upon the exercise of warrants held by TRW.
The Board of Directors believes that it is prudent to increase the
number of authorized shares of common stock to the proposed level in order to
provide a reserve of shares available for issuance in connection with possible
future actions. The additional authorized shares of common stock would give us
flexibility in our corporate planning and in responding to future business
developments, including but not limited to possible financings through the
issuance of equity securities and acquisition transactions, stock splits or
dividends, establishing strategic relationships with corporate partners,
issuances under stock-based plans and other general corporate purposes. Although
we continually evaluate potential acquisitions of businesses, as of the date of
this Proxy Statement we had no definitive agreements providing for the
acquisition of another business. If we do decide to acquire other businesses,
the issuance of shares of our common stock could be one of the primary means by
which we would fund such acquisitions. Depending on the size of an acquisition,
we may not be required to seek shareholder approval in order to issue our common
stock to fund the acquisition. If the additional authorized common stock is
available for any issuance, in appropriate circumstances, we could avoid the
delays and expense that would be occasioned by the necessity of obtaining
shareholder approval at the time of the action and would be better positioned to
engage in these actions. We believe that increasing our authorized common shares
to 500,000,000 shares will provide us with sufficient shares available for
issuance for the foreseeable future.
Under some circumstances, issuance of additional shares of common stock
could dilute the voting rights, equity and earnings per share of existing
shareholders. This increase in authorized but unissued common stock could be
considered an anti-takeover measure because the additional authorized but
unissued shares of common stock could be used by the Board of Directors to make
a change in control of the Company more difficult. The Board of Directors'
purpose in recommending this proposal is not as an anti-takeover measure, but
for the reasons discussed above.
Authorized shares of common stock may be issued by the Board from time
to time without further shareholder approval, except in situations where
shareholder approval is required by state law or the rules of the Nasdaq
National Market. Our shareholders have no preemptive right to acquire additional
shares of common stock, which means that current shareholders do not have a
right to purchase any new issue of shares of common stock in order to maintain
their proportionate ownership interests in the Company. The issuance of any
additional shares of common stock likely would dilute the voting power of the
outstanding shares of common stock and reduce the portion of the dividends and
liquidation proceeds payable to the holders of the outstanding shares of common
stock. The Board believes that an increase in the number of authorized shares is
necessary for us to continue our business strategy. The proposed amendment of
our articles of incorporation will be approved if the holders of a majority of
the outstanding shares of the common stock of the Company voting in person or by
proxy vote to approve the amendment.
<PAGE> 18
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL
TO AMEND THE ARTICLES OF INCORPORATION.
PROPOSAL 3 -- RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
The Audit Committee has appointed the firm of Ernst & Young LLP as
independent auditors to examine our books for the fiscal year ending March 31,
2001, and to report on our consolidated balance sheets, statements of income and
other related statements. Ernst & Young LLP has served as our independent
auditors continuously since 1992. Representatives of Ernst & Young LLP are
expected to be represented at the meeting, will have an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions posed by shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL
TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING MARCH 31, 2001.
PROPOSALS FOR 2001 ANNUAL MEETING
Under SEC regulations, any shareholder desiring to make a proposal to
be acted upon at the 2001 annual meeting of shareholders must present such
proposal to us at our principal office in Greensboro, North Carolina by February
26, 2001 for the proposal to be considered for inclusion in our proxy statement.
In addition to any other applicable requirements, for business to be
properly brought before the annual meeting by a shareholder even if the proposal
is not to be included in our proxy statement, our bylaws provide that the
shareholder must give timely notice in writing to our corporate secretary not
less than 60 nor more than 90 days prior to the date one year from the date of
the immediately preceding annual meeting. As to each matter, the notice must
contain a written statement of the shareholder's proposal and the reasons for
submitting the proposal and additional specific information if the proposal
relates to director nominations, all as stated in our bylaws. A proxy may confer
discretionary authority to vote on any matter at an annual meeting if we do not
receive proper notice of the matter within the time frame described above.
OTHER BUSINESS
The Board of Directors knows of no other matter to come before the
annual meeting. However, if any other matter requiring a vote of the
shareholders arises, the persons named in the accompanying proxy will vote such
proxy in accordance with their best judgment.
By Order of the Board of Directors
/s/ William J. Pratt
William J. Pratt
Chairman
Dated: June 26, 2000
<PAGE> 19
APPENDIX A
PROXY
RF MICRO DEVICES, INC.
JULY 25, 2000 ANNUAL MEETING
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
RF MICRO DEVICES, INC.
The undersigned shareholder of RF Micro Devices, Inc., a North Carolina
corporation (the "Company"), appoints David A. Norbury and William A. Priddy,
Jr., or either of them, with full power to act alone, the true and lawful
attorneys-in-fact of the undersigned, with full power of substitution and
revocation, to vote all shares of stock of the Company which the undersigned is
entitled to vote at the annual meeting of shareholders of the Company to be held
at The Greensboro - High Point Marriott Airport, One Marriott Drive, Greensboro,
North Carolina on July 25, 2000 at 10:00 A.M., local time and at any adjournment
thereof, with all powers the undersigned would possess if personally present, as
follows:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS OF THE UNDERSIGNED SHAREHOLDERS WHEN INSTRUCTIONS ARE GIVEN IN
ACCORDANCE WITH THE PROCEDURES DESCRIBED HEREIN AND THE ACCOMPANYING PROXY
STATEMENT. THIS PROXY, IF DULY EXECUTED AND RETURNED, WILL BE VOTED "FOR" THE
PROPOSALS DESCRIBED HEREIN IF NO INSTRUCTION TO THE CONTRARY IS INDICATED. IF
ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
<TABLE>
<CAPTION>
FOR ALL NOMINEES LISTED WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE TO VOTE FOR ALL
CONTRARY BELOW) NOMINEES
<S> <C> <C>
1. Proposal to elect six directors of
the Company for one-year term
expiring in 2001 [ ] [ ]
</TABLE>
David A. Norbury, William J. Pratt,
Dr. Albert E. Paladino, Erik H.
van der Kaay, Walter H. Wilkinson, Jr.,
Terri D. Zinkiewicz
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE FOLLOWING SPACE. IF AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE IS NOT WITHHELD, THIS PROXY WILL BE VOTED IN FAVOR OF SUCH
NOMINEE.)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 20
FOR AGAINST ABSTAIN
2. Proposal to amend the Articles of [_] [_] [_]
Incorporation to increase the authorized
common stock of the Company.
3. Proposal to ratify the appointment of [_] [_] [_]
Ernst & Young LLP as the Company's
auditors for the fiscal year ending
March 31, 2001.
4. Any other matter that may be submitted
to a vote of shareholders at the
meeting.
THE UNDERSIGNED HEREBY RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEYS-IN-FACT, OR
EITHER OF THEM OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY
VIRTUE HEREOF, AND ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE MEETING AND THE
ACCOMPANYING PROXY STATEMENT.
Dated this ____ day of ________________, 2000.
<TABLE>
<S> <C>
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_____________________________________________ (SEAL) PLEASE INSERT DATE OF SIGNING. SIGN EXACTLY
AS NAME APPEARS AT LEFT. WHERE STOCK IS
ISSUED IN TWO OR MORE NAMES, ALL MUST SIGN.
_____________________________________________ (SEAL) IF SIGNING AS ATTORNEY, ADMINISTRATOR,
EXECUTOR, TRUSTEE OR GUARDIAN, GIVE FULL
TITLE AS SUCH. A CORPORATION SHOULD SIGN BY
[INSERT NAME AS IT APPEARS ON SHAREHOLDER RECORDS.] AN AUTHORIZED OFFICER AND AFFIX SEAL.
--------------------------------------------------------------------------------------------------------
</TABLE>
(YOU ARE REQUESTED TO COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY.)
