SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[X] Definitive proxy statement by Rule 14a-6(e)(2))
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Micrel, Incorporated
(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>
{MICREL LOGO}
MICREL, INCORPORATED
1849 Fortune Drive
San Jose, California 95131
Notice of Annual Meeting of Shareholders
To Be Held May 27, 1999
To the Shareholders of Micrel, Incorporated:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Micrel, Incorporated, a California corporation (the
"Company"), will be held at the Company's offices located at 1931 Fortune
Drive, San Jose, California 95131 on May 27, 1999 at 12:00 p.m. local
time, for the following purposes:
1. ELECTION OF DIRECTORS. To elect five directors of the Company to
serve until the 2000 Annual Meeting or until their successors are
duly elected and qualified;
2. RATIFICATION AND APPROVAL OF AN AMENDMENT TO THE COMPANY'S
1994 STOCK OPTION PLAN. To ratify and approve an amendment to the
Company's 1994 Stock Option Plan to increase the number of shares
reserved for issuance thereunder from 4,964,668 shares to 6,964,668
shares.
3. SELECTION OF INDEPENDENT AUDITORS. To ratify the appointment
of Deloitte & Touche LLP as the Company's independent auditors
for the fiscal year ending December 31, 1999; and
4. To transact such other business as may properly come before
the Annual Meeting and any adjournment or postponement thereof.
The foregoing items of business are more fully described
in the Proxy Statement which is attached hereto and made a part hereof.
The Annual Meeting will be open to shareholders of record, proxy
holders, and others by invitation only. Beneficial owners of shares
held by a broker or nominee must present proof of such ownership to
attend the meeting.
The Board of Directors has fixed the close of business on April 6,
1999 as the record date for determining the shareholders entitled to
notice of and to vote at the 1999 Annual Meeting and any adjournment or
postponement thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON,
YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS
PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE
YOUR REPRESENTATION AND THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING.
IF YOU SEND IN YOUR PROXY CARD AND THEN DECIDE TO ATTEND THE ANNUAL
MEETING TO VOTE YOUR SHARES IN PERSON, YOU MAY STILL DO SO. YOUR PROXY
IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE PROXY
STATEMENT.
By Order of the Board of Directors,
/s/ Raymond D. Zinn
Raymond D. Zinn
President, Chief Executive Officer and
Chairman of the Board of Directors
San Jose, California
April 27, 1999
<PAGE>
{MICREL LOGO}
MICREL, INCORPORATED
1849 Fortune Drive
San Jose, California 95131
_______________
PROXY STATEMENT
_______________
Annual Meeting of Shareholders
May 27, 1999
The enclosed proxy is solicited on behalf of the Board of Directors
of Micrel, Incorporated, a California corporation (the "Company"), for
use at the Annual Meeting of Shareholders (the "Annual Meeting") to be
held at 12:00 p.m. local time, at the Company's offices at 1931 Fortune
Drive, San Jose, California 95131, on May 27, 1999, and at any
adjournment or postponement thereof. Only holders of the Company's
Common Stock of record on April 6, 1999 will be entitled to vote. Holders
of Common Stock are entitled to one vote for each share held. There is
no cumulative voting. At the close of business on the record date,
there were approximately 20,192,290 shares of the Company's Common Stock
outstanding.
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the Inspector of Elections. The Inspector of Elections
will also determine whether or not a quorum is present. Except in
certain specific circumstances, the affirmative vote of a majority of
shares represented and voting at a duly held meeting at which a quorum
is present (which shares voting affirmatively also constitute at least a
majority of the required quorum) is required under California law for
approval of proposals presented to shareholders. In general, California
law also provides that a quorum consists of a majority of the shares
entitled to vote, represented either in person or by proxy. The
Inspector of Elections will treat abstentions as shares that are present
and entitled to vote for purposes of determining the presence of a
quorum but as not voting for purposes of determining the approval of any
matter submitted to the shareholders for a vote. Any proxy which is
returned using the form of proxy enclosed and which is not marked as to
a particular item will be voted FOR the election of directors, FOR
approval of the other proposals in the enclosed proxy statement and as
the proxy holders deem advisable on other matters that may come before
the meeting, as the case may be, with respect to the particular item not
marked. If a broker indicates on the enclosed proxy or its substitute
that it does not have discretionary authority as to certain shares to
vote on a particular matter ("broker non-votes"), those shares will be
considered present and entitled to vote for purposes of determining a
quorum but not as voting for purposes of determining the approval of any
matter submitted to the shareholders for a vote. While there is no
definitive specific statutory or case law authority in California
concerning the proper treatment of abstentions and broker non-votes, the
Company believes that the tabulation procedures to be followed by the
Inspector of Elections are consistent with the general statutory
requirements in California concerning voting of shares and determination
of a quorum.
Any person giving a proxy in the form accompanying this Proxy
Statement has the power to revoke it prior to its exercise. A proxy may
be revoked by filing an instrument revoking it, or a duly executed proxy
bearing a later date, with the Secretary of the Company prior to the
meeting, or by attending the Annual Meeting and electing to vote in
person.
This Proxy Statement and the accompanying proxy were first sent by
mail to shareholders on or about April 27, 1999. The costs of this
solicitation are being borne by the Company. The Company may reimburse
brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation material to such
beneficial owners. Proxies may also be solicited personally or by
telephone, facsimile or telegram by certain of the Company's directors,
officers and regular employees, without additional compensation.
- 1 -
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
As set by the Board of Directors in accordance with the Bylaws of
the Company, the authorized number of directors to be elected is five.
Directors will hold office from the time of their election until the
next Annual Meeting or until their successors are duly elected and
qualified. The nominees receiving the highest number of affirmative
votes will be elected as directors. Only votes cast for a nominee will
be counted in determining whether that nominee has been elected as
director. Shareholders may withhold authority to vote for the entire
slate as nominated or, by writing the name of an individual nominee in
the space provided on the proxy card, withhold the authority to vote for
any individual nominee. Votes withheld from any director are counted
for purposes of determining the presence or absence of a quorum, but
have no other legal effect under California law.
The following five persons have been nominated by the Board of Directors
for election to the Board: Raymond D. Zinn, Warren H. Muller, Larry L.
Hansen, George Kelly and Dale L. Peterson. All of the nominees are
incumbent directors. If any of the nominees should decline or be unable
to act as a director, the shares may be voted for such substitute
nominees as the persons appointed by proxy may in their discretion
determine.
The experience and background of each of the nominees are set forth
below.
Raymond D. Zinn, age 61, is a co-founder of the Company and has
been its President, Chief Executive Officer and Chairman of its Board of
Directors since the Company's inception in 1978. Prior to co-founding
the Company, Mr.Zinn held various management and manufacturing executive
positions in the semiconductor industry at Electromask TRE, Electronic
Arrays, Inc., Teledyne, Inc., Fairchild Semiconductor Corporation and
Nortek, Inc. He holds a B.S. in Industrial Management from Brigham Young
University and a M.S. in Business Administration from San Jose State
University.
Warren H. Muller, age 60, is a co-founder of the Company and has
served as a member of the Company's Board of Directors and as its Vice
President of Test Operations since the Company's inception in 1978. He
was previously employed in various positions in semiconductor processing
and testing at Electronic Arrays, Inc. and General Instruments
Corporation. Mr. Muller holds a B.S.E.E. from Clarkson College.
Larry L. Hansen, age 70, joined the Company's Board of Directors in
June 1994. From October 1988 to January 1991, Mr. Hansen served as
Executive Vice President of Tylan General, Inc. From February 1964 to
September 1988, Mr. Hansen was employed by Varian Associates, where he
last served as Executive Vice President. From 1975 to 1979, Mr.Hansen
served as Chairman of the U.S. Department of Commerce Technical Advisory
Committee on Semiconductor Manufacturing Equipment. Mr. Hansen serves
on the Board of Directors of Signal Technology Corp. and Electro
Scientific Industries, Inc.
George Kelly, age 64, joined the Company's Board of Directors in
June 1994. He is a retired partner of Deloitte & Touche LLP, where he
worked for thirty years until his retirement in June 1989. He is also
serves on the Board of Directors of Ion Systems, Inc., a private
company.
Dale L. Peterson, age 63, joined the Company's Board of Directors
in June 1994. He is retired from Signal Technology Corp., where he
served in the capacities of President, Chief Executive Officer and
Chairman of the Board of Directors during his employment which commenced
in 1989.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE ELECTION OF EACH NAMED NOMINEE
- 2 -
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the
Company with respect to beneficial ownership of the Company's Common
Stock as of March 15, 1999, by (i)each shareholder known to the Company
to own beneficially more than 5% of the Company's Common Stock, (ii)each
of the Company's directors and nominees, (iii)the Chief Executive
Officer and each of the four other most highly compensated executive
officers of the Company (collectively, the "Named Executive Officers")
and (iv)all executive officers and directors of the Company as a group.
5% SHAREHOLDERS, DIRECTORS, NOMINEES AND NAMED EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned (1)
---------------------------------
<S> <C> <C>
5% Shareholders, Directors, Nominees
- ------------------------------------
and Named Executive Officers Number Percent (2)
---------------------------- ---------- -----------
Raymond D. Zinn (3)............. 3,041,200 15.0%
Warren H. Muller (4)............ 2,922,200 14.5%
Capital Research & Management
Company and SMALLCAP World
Fund, Inc.
333 South Hope Street,
55th Floor
Los Angeles, CA 90071(5).. 1,305,000 6.5%
Putnam Investments, Inc.
One Post Office Square
Boston, MA 02109(6)....... 1,213,950 6.0%
Robert J. Barker(7)............. 130,000 *
Dale L. Peterson(8)............. 27,500 *
Robert Whelton(9)............... 40,000 *
Larry L. Hansen(10)............. 27,500 *
George Kelly(11)................ 27,500 *
George Anderl................... --- *
All executive officers and
directors as a group
(9 persons)(12)............... 6,215,900 30.4%
- ----------------------
*Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. 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 held by that person
that are currently exercisable or exercisable within 60 days of
March 15, 1999 are deemed outstanding. Such shares, however, are not
deemed outstanding for the purposes of computing the percentage
ownership of each other person. Except as indicated in the footnotes to
this table and pursuant to applicable community property laws, the
persons named in the tables have sole voting and investment power with
respect to the shares set forth opposite such person's name.
(2) Percentage beneficially owned is based on 20,188,170 shares outstanding
as of March 15, 1999.
(3) Includes 28,000 shares subject to stock options exercisable within 60
days of March 15, 1999.
(4) Includes 12,000 shares subject to stock options exercisable within 60
days of March 15, 1999.
(5) Based on a Schedule 13G dated February 8, 1999, SMALLCAP
World Fund, Inc. has sole voting power with respect to 1,285,000 shares
of the Company's Common Stock and Capital Research & Management Company
has sole dispositive power with respect to 1,305,000 shares of the
Company's Common Stock as of December 31, 1998.
(6) Based on a Schedule 13G dated January 26, 1999 Putnam Investments, Inc.
has shared voting power and shared dispositive power
with respect to 1,213,950 shares of the Company's Common Stock as of
December 31, 1998.
(7) Includes 130,000 shares subject to stock options exercisable within 60
days of March 15, 1999.
(8) Includes 25,500 shares subject to stock options exercisable within 60
days of March 15, 1999.
(9) Includes 40,000 shares subject to stock options exercisable within 60
days of March 15, 1999.
(10) Includes 17,500 shares subject to stock options exercisable within 60
days of March 15, 1999.
(11) Represents 4,500 shares held of record by the Kelly Family Trust of
which Mr. Kelly is a trustee. Includes 23,000 shares subject to
stock options exercisable within 60 days of March 15, 1999.
- 3 -
<PAGE>
(12) Includes 276,000 shares subject to stock options exercisable within 60
days of March 15, 1999.
</TABLE>
Relationships Among Directors or Executive Officers
There are no family relationships among any of the directors or
executive officers of the Company.
Committees and Meetings of the Board of Directors
The Board of Directors held four regularly scheduled or special
meetings during the fiscal year ended December 31, 1998 (the "Fiscal
Year"). Each current member of the Board of Directors attended at least
75% of the aggregate of the total number of meetings of the Board of
Directors and of the Committees on which he served during the Fiscal
Year. The Company has standing Audit and Compensation Committees of the
Board of Directors. The Board of Directors does not have a nominating
committee or committee performing the functions of a nominating
committee.
Audit Committee. The Audit Committee, consisting of Messrs. Kelly
and Hansen, reviews with the Company's independent auditors and
management the scope and results of the annual audit, the scope of other
services provided by the Company's independent auditors, proposed
changes in the Company's financial and accounting standards and
principles, and the Company's policies and procedures with respect to
its internal accounting, auditing and financial controls and makes
recommendations to the Board of Directors on the engagement of the
independent auditors, as well as other matters which may come before it
or as directed by the Board of Directors. The Audit Committee met four
times during the Fiscal Year.
Compensation Committee. The Compensation Committee consists of
Messrs. Kelly and Peterson. The Compensation Committee makes
recommendations to the Board of Directors regarding all forms of
compensation to executive officers and all bonus and stock compensation
to employees, administers the Company's stock option plans and performs
such other duties as may from time to time be determined by the Board of
Directors. The Compensation Committee met two times during the Fiscal
Year.
Employment Agreements
None of the Named Executive Officers has an employment agreement
with the Company.
Compensation of Directors
Non-employee directors of the Company received $1,000 in
compensation for each Board of Directors meeting attended and $1,000 for
each Committee meeting not held in conjunction with a Board meeting.
The Company's 1994 Stock Option Plan (the "1994 Option Plan")
provides for annual automatic grants of nonqualified stock options to
continuing non-employee directors. On the date of each annual
shareholders' meeting, each individual who is at the time continuing to
serve as a non-employee director will automatically be granted an option
to purchase 5,000 shares of the Company's Common Stock. All options
automatically granted to non-employee directors will have an exercise
price equal to 100% of the fair market value on the date of grant and
become exercisable over time. On May 21,1998, Messrs. Kelly, Hansen and
Peterson received an automatic stock option grant under the Company's 1994
Option Plan for 5,000 shares each of the Company's Common Stock at an exercise
price of $35.625 per share.
Compensation Committee Report on Executive Compensation
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended,
or the Securities and Exchange Act of 1934, as amended, that might
incorporate
- 4 -
<PAGE>
future filings, including this Proxy Statement, in whole or in part, the
following report and the Performance Graph which follows shall not be
incorporated by reference into any such filings, nor shall they be deemed to be
soliciting material or deemed filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, or under the Securities and
Exchange Act of 1934, as amended.
Compensation Philosophy. The Committee believes that the primary
goal of the Company's compensation program should be related to creating
shareholder value. The Committee seeks to offer the Company's executive
officers competitive compensation opportunities based upon their
personal performance, the financial performance of the Company and their
contribution to that performance. The executive compensation program is
designed to attract and retain executive talent that contributes to the
Company's long-term success, to reward the achievement of the Company's
short-term and long-term strategic goals, to link executive officer
compensation and shareholder interests through equity-based plans, and
to recognize and reward individual contributions to Company performance.
The compensation of the Company's executive officers consists of
three principal components: salary, bonus and long-term incentive
compensation.
Salary. Salaries for the Company's executive officers are
determined primarily on the basis of the executive officer's
responsibility, general salary practices of peer companies and the
officer's individual qualifications and experience. The base salaries
are reviewed annually and may be adjusted by the Committee in accordance
with certain criteria which include (i)individual performance, (ii)the
functions performed by the executive officer, (iii)the scope of the
executive officer's on-going duties, (iv)general changes in the
compensation peer group in which the Company competes for executive
talent and (v)the Company's financial performance, generally. The
weight given such factors by the Committee may vary from individual to
individual.
Bonus. In order to increase incentives for outstanding
performance, a portion of each executive officer's compensation is paid
in the form of contingent cash bonuses. The bonus amounts for executive
officers are dependent in part on the Company's net income performance,
as well as individualized criteria such as achievement of specified
goals for the department or divisions for which the executive officer
has responsibility and satisfactory completion of special projects
supervised by the executive officer.
Long-Term Incentive Awards. Stock options serve to further align
the interests of management and the Company's shareholders by providing
executive officers with an opportunity to benefit from the stock price
appreciation that can be expected to accompany improved financial
performance. Options also enhance the Company's ability to attract and
retain executives. The number of option shares granted and other option
terms, such as vesting, are determined by the Committee, based on
recommendations of management in light of, among other factors, each
executive officer's level of responsibility, prior performance and other
compensation. However, the Company does not provide any quantitative
method for weighing these factors, and a decision to grant an award is
primarily based upon an evaluation of the past as well as the future
anticipated performance and responsibilities of the individual in
question.
Chief Executive Officer Compensation. The compensation of the
Chief Executive Officer is reviewed annually on the same basis as
discussed above for all executive officers. Raymond D. Zinn's base
salary for fiscal 1998 was $280,772. Mr. Zinn's base salary for 1998
was established, in part, by comparing the base salaries of chief
executive officers at other companies of similar size and geographic
location using published compensation sources. Mr. Zinn's compensation
is also based on his position and responsibilities, his past and
expected contribution to the Company's future success and on the
financial performance of the Company.
Policy Regarding Deductibility of Compensation. The Company is
required to disclose its policy regarding qualifying executive
compensation for deductibility under Section 162(m) of the Internal
Revenue Code of 1986, as amended, which provides that, for purposes of the
regular income tax and the alternative minimum tax, the otherwise allowable
deduction for compensation paid or accrued with respect to the executive
officers of a publicly-held corporation, which is not performance-based
compensation is limited to no more than $1 million per year per officer. It is
not expected that the compensation to be paid to the Company's executive
officers for fiscal 1999 will exceed the $1 million limit per officer.
Under Treasury regulations, any compensation realized by an executive
officer with respect to stock options granted under the Company's 1989
Stock Option Plan prior to the date of this
- 5 -
<PAGE>
Annual Meeting is expected to qualify as performance-based compensation not
subject to the $1 million limitation. Option grants under the 1994 Stock Option
Plan are intended to qualify as performance-based compensation not subject to
the $1 million limitation.
COMPENSATION COMMITTEE
Dale Peterson, Chairman
George Kelly
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth the annual compensation earned
during the years ended December 31, 1998, 1997 and 1996 by the Company's
Chief Executive Officer and each of the Named Executive Officers:
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Long-Term
Compensation Compensation
-------------------------- ------------
Securities All Other
Name and Salary Bonus Underlying Compensation
Principal Position Year ($) ($)(1) Options(#) ($)(2)
- ------------------ ---- -------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Raymond D. Zinn,.... 1998 $280,772 $300,000 -- $ 8,972
President, Chief 1997 268,406 300,000 -- 18,072
Executive Officer 1996 215,792 100,000 70,000 39,310
and Chairman of
the Board
George Anderl,...... 1998 220,262(3) 53,000 -- 1,665
Vice President, 1997 161,687 129,800 -- 1,670
Sales and 1996 83,654 10,000 200,000 913
Marketing
Robert Whelton,(4).. 1998 200,154 125,000 -- 1,665
Executive 1997 -- -- -- --
Vice President,
Operations
Warren H. Muller,... 1998 187,461 100,000 -- 7,665
Vice President 1997 185,163 100,000 -- 7,729
and Secretary 1996 168,580 23,000 30,000 7,665
Robert J. Barker,... 1998 155,726 125,000 45,000 1,043
Vice President, 1997 155,179 103,000 -- 1,010
Finance and Chief 1996 141,277 23,000 -- 913
Financial Officer
(1) All bonuses for a particular year reflect amounts earned in that year
whether or not paid in that or the following year.
(2) Represents premiums paid on term life insurance and in 1998, automobile
allowances of $6,375 for Mr. Zinn and $6,000 for Mr. Muller.
(3) Includes commissions of $57,467.
(4) Mr. Whelton joined in Company in December, 1997. He commenced receiving
salary effective January 1, 1998.
</TABLE>
- 6-
<PAGE>
Option Grants In Last Fiscal Year
The following table provides certain information with respect to
the grant of stock options under the Company's 1994 Option Plan to each
of the Named Executive Officers during the fiscal year ended December
31, 1998.
<TABLE>
<CAPTION>
Number of Potential Realizable
Securities % of Total Value at Assumed
Underlying Options to Exercise Annual Rate of Stock
Options Employees in Price Per Expiration Price Appreciation
Name Granted(1) Fiscal Year(2) Share (3) Date for Option Term(5)
- ---------------- ------------ -------------- ---------- ---------- --------------------
5% 10%
--------- ----------
<S> <C> <C> <C> <C> <C> <C>
Raymond D. Zinn... -- -- $ -- -- $ -- $ --
George Anderl..... -- -- -- -- -- --
Robert Whelton.... -- -- -- -- -- --
Warren H. Muller.. -- -- -- -- -- --
Robert J. Barker.. 45,000 3.1% 30.00 09/04/08 849,008 2,151,552
- ------------------
(1) Each of these options vests over five years at a rate of 20% of the shares
subject to the option per year and has a ten-year term.
(2) Based on a total of 1,431,600 options granted to employees of the Company
in 1998, including the Named Executive Officers.
(3) The exercise price per share of options granted represented the fair market
value of the underlying shares of Common Stock on the date the options were
granted.
(4) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options immediately prior
to the expiration of their terms, assuming the specified compounded rates
of appreciation on the Company's Common Stock over the term of the options.
Actual gains, if any, on stock option exercise are dependent upon a number
of factors, including the future performance of the Common Stock, overall
stock market conditions, and the timing of option exercises, if any. There
can be no assurance that amounts reflected in this table will be achieved.
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Values
The following table sets forth for each of the Named Executive
Officers certain information concerning the number of shares subject to
both exercisable and unexercisable stock options as of December 31, 1998.
Also reported are values for "in-the-money" options that represent the
positive spread between the respective exercise prices of outstanding
stock options and the fair market value of the Company's Common Stock as
of December 31, 1998.
<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Unexercised Unexercised
Options at In-the-Money Options at
December 31, 1998(#) December 31, 1998($)(2)
--------------------------- --------------------------
Shares
Acquired Value
Name on Exercise(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
------- ----------------- ------------- ------------ --------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Raymond D. Zinn.... -- -- 28,000 42,000 $1,328,180 $1,992,270
George Anderl...... 40,000 $1,258,131 -- 120,000 -- 5,775,000
Robert Whelton..... -- -- 40,000 160,000 1,200,000 4,800,000
Warren H. Muller... -- -- 12,000 18,00 569,220 853,830
Robert J. Barker... -- -- 80,000 125,000 4,300,000 5,425,000
- 7 -
<PAGE>
- ---------------------
(1) Calculated by determining the difference between the fair market value of
the securities underlying the option on the date of exercise and the
exercise price of the Named Executive Officers' respective options.
(2) Calculated by determining the difference between the fair market value of
the securities underlying the option at December 31, 1998 ($55.00 per
share)
and the exercise price of the Named Executive Officers' respective options.
</TABLE>
Stock Performance Graph
The following graph compares the percentage change in the
cumulative total shareholder return on the Company's Common Stock from
the date of the Company's initial public offering (December 9, 1994)
through the end of the Company's last fiscal year (December 31, 1998),
with the percentage change in the cumulative total return for The Nasdaq
Stock Market (U.S. Companies) and the Hambrecht & Quist Technology
Index. The comparison assumes an investment of $100 on December 9, 1994
in the Company's Common Stock and in each of the foregoing indices and
assumes reinvestment of dividends. The stock price performance shown on
the graph below is not necessarily indicative of future price
performance.
{PERFORMANCE GRAPH FOR THE PERIOD DECEMBER 9, 1994
THROUGH DECEMBER 31, 1998 APPEARS HERE}
The following table sets forth the data points used in preparing
the Performance Graph:
<TABLE>
<CAPTION>
H&Q Technology Nasdaq Stock
Dates Micrel, Inc. Index Market - U.S.
--------- ------------ -------------- -------------
<S> <C> <C> <C>
12/09/94 100.00 100.00 100.00
12/31/94 161.11 106.35 104.56
01/31/95 173.61 104.79 105.14
02/28/95 197.22 113.88 110.70
03/31/95 194.44 119.09 113.98
04/30/95 197.22 128.01 117.57
05/31/95 234.72 132.60 120.61
06/30/95 255.56 148.56 130.38
07/31/95 261.11 162.12 139.97
08/31/95 311.11 163.98 142.80
09/30/95 311.11 167.90 146.09
10/31/95 252.78 170.25 145.25
11/30/95 183.33 168.16 148.66
12/31/95 216.67 159.02 147.87
01/31/96 208.33 161.37 148.60
02/29/96 168.06 169.45 154.25
03/31/96 158.33 162.08 154.76
04/30/96 188.89 184.48 167.60
05/31/96 183.33 187.26 175.30
06/30/96 186.11 173.62 167.40
07/31/96 191.67 155.78 152.49
08/31/96 202.78 165.21 161.03
09/30/96 263.89 184.31 173.35
10/31/96 227.78 181.67 171.43
11/30/96 279.17 203.09 182.03
12/31/96 351.39 197.64 181.87
01/31/97 423.61 218.80 194.79
02/28/97 377.78 200.93 184.03
03/31/97 322.22 188.38 172.01
04/30/97 486.11 195.35 177.39
05/31/97 588.89 224.75 197.50
06/30/97 566.67 226.74 203.54
07/31/97 729.17 263.22 225.03
08/31/97 794.44 263.97 224.68
09/30/97 940.27 274.80 237.97
10/31/97 797.22 245.44 225.60
11/30/97 769.44 242.88 226.72
12/31/97 622.22 231.71 223.18
01/31/98 672.22 246.56 229.81
02/28/98 815.27 275.89 251.39
03/31/98 843.04 280.55 260.68
04/30/98 872.22 291.47 265.10
05/31/98 695.14 270.21 250.55
06/30/98 722.22 287.22 268.23
07/31/98 666.67 283.60 265.39
08/31/98 645.83 223.04 213.36
09/30/98 588.89 255.32 242.83
10/31/98 730.56 276.85 252.75
11/30/98 901.39 309.76 277.65
12/31/98 1,222.22 360.40 313.18
</TABLE>
- 8 -
<PAGE>
PROPOSAL NO. 2
RATIFICATION AND APPROVAL OF AN AMENDMENT
TO THE COMPANY'S 1994 STOCK OPTION PLAN
General
The Company's shareholders are being asked to act upon a proposal
to ratify the action of the Board of Directors amending the Company's
1994 Option Plan. Under the 1994 Option Plan, approval of the amendment
requires the affirmative vote of a majority of shares of the Company's
Common Stock entitled to vote and voting in person or by proxy at the
Annual Meeting.
The Board of Directors of the Company approved an amendment to the
1994 Option Plan in February, 1999, subject to shareholder approval, to
increase the number of shares reserved for issuance under the 1994
Option Plan from 4,964,668 shares to 6,964,668 shares. The Board of
Directors believes that it is in the Company's best interests to
increase the number of shares reserved for issuance under the 1994
Option Plan so that the Company may continue to provide ongoing
incentives to the Company's employees, directors and consultants.
A general description of the principal terms of the 1994 Option
Plan is set forth below, but such description is qualified in its
entirety by the terms of the 1994 Option Plan, as proposed to be
amended, a copy of which is available to any shareholder upon request.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE
PROPOSED AMENDMENT TO THE 1994 OPTION PLAN
General Description of the 1994 Stock Option Plan
The principal purpose of the 1994 Option Plan is to advance the
interests of the Company by giving the Company's employees and others
who perform substantial services on behalf of the Company incentive
through ownership of the Company's Common Stock to continue in the
service of the Company and thereby to help the Company compete
effectively with other enterprises for the services of qualified
individuals. The 1994 Option Plan was adopted by the Board of Directors
of the Company and approved by the shareholders in December 1993. As of
March 15, 1999, options to purchase 3,067,550 shares of Common Stock were
outstanding and 731,518 shares remained available for future grants
under the 1994 Option Plan. The maximum term of an option granted under
the 1994 Option Plan is ten years, except that for an optionee who is a
10% Shareholder (defined below) or in certain circumstances an Outside Director
at the time of the grant. Options granted are subject to adjustment in the
event of a stock split, reverse stock split, stock dividend, combination or
reclassification in the Common Stock of the Company, except that no right to
purchase fractional shares shall result from any such adjustments.
The 1994 Option Plan authorizes the Board of Directors (the
"Board"), in its sole discretion, to select the employees, consultants
and Outside Directors to whom options may from time to time be granted
under the 1994 Option Plan. Options granted under the 1994 Option Plan
may be either incentive stock options ("ISOs") qualified under
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or options which are not described in the Code ("Nonstatutory
Options").
Administration of the 1994 Option Plan. The 1994 Option Plan is
administered by a committee of the Board (the "Committee") to whom the
Board has delegated certain powers. The Committee has the sole authority, in
its absolute discretion, to determine to whom, and the time or times at which,
options will be granted and the terms and conditions of each of the option
agreements; to interpret the 1994 Option Plan; and to adopt rules and
- 9 -
<PAGE>
regulations for implementing the 1994 Option Plan. All decisions,
determinations and interpretations of the 1994 Option Plan by the Committee are
final and binding upon all parties.
Eligibility. Any employee, including officers and directors who
are employees (an "Employee"), of the Company or any present or future
parent or subsidiary corporation of the Company (an "Affiliate" as
defined in Sections 424(e) and (f) of the Code) is eligible to receive
ISOs under the 1994 Option Plan. Nonstatutory Options may be granted
under the 1994 Option Plan to Employees, any person who is engaged by
the Company or an Affiliate to render services and is compensated for
such services, but who is not an Employee (a "Consultant") and any
director who is not an Employee (an "Outside Director"), whether
compensated for such services or not.
Automatic Grants to Outside Directors. Each Outside Director who
is elected at each annual meeting of the Company's shareholders
(including any individual who may have already received one or more
automatic option grants) is automatically granted a Nonstatutory Option
to purchase 5,000 shares on the date of such annual meeting.
Terms of Options Granted Under the 1994 Option Plan. Each option
granted under the 1994 Option Plan is evidenced by a written stock
option agreement between the Company and the optionee, which contains
the provisions that the 1994 Option Plan requires and may contain
additional provisions that do not conflict with the 1994 Option Plan.
Notwithstanding the designations in such written agreements, however, to
the extent that the aggregate fair market value (determined at the time
of grant) of the Common Stock with respect to an option designated as an
ISO exercisable for the first time by an optionee during any calendar
year (under all plans of the Company or its Affiliates) exceeds
$100,000, such excess options will be treated as Nonstatutory Options.
Options granted pursuant to the 1994 Option Plan are subject to the
following terms and conditions:
Exercise of Options. Options granted under the 1994 Option Plan are
exercisable at such times and under such conditions as are determined by
the Committee. Notwithstanding the foregoing, all options granted under
the 1994 Option Plan become exercisable at a rate of 20% per year,
commencing on the first anniversary of the date of grant. In the case
of automatic option grants to Outside Directors, the options become
exercisable over time.
ISOs and Nonstatutory Options. The 1994 Option Plan provides that
the per share purchase price for all ISOs and Nonstatutory Options
granted under the 1994 Option Plan may not be less than 100% of the fair
market value of the Common Stock on the date of grant. The fair market
value of the Common Stock is determined by the closing sales price of a
share of the Common Stock (or the closing bid price if no sales were
reportable), as quoted on the Nasdaq Stock Market for the last market
trading day before the time of determination. However, the per share
purchase price for an ISO granted to a person possessing more than ten
percent (10%) of the combined voting power of the Company or its
Affiliates (a "10% Shareholder") may not be less than 110% of the fair
market value of the Common Stock on the date of grant.
Termination of a Participant's Employment or Service. If an
optionee's employment or service relationship with the Company, as the
case may be, is terminated for any reason other than death or
disability, the optionee may exercise the option within thirty days
after the date of such termination or the date the option expires
pursuant to the option agreement, whichever occurs first, but only to
the extent the option was exercisable on the date of termination.
Death or Disability of a Participant. In the event of the death of
an optionee, options previously granted thereto under the 1994 Option
Plan may be exercised by the optionee's estate or by any person who
acquired the right to exercise the option by bequest or inheritance at
any time within one year after the optionee's death or the date the
option expires pursuant to the option agreement, whichever occurs first,
but only to the extent the option was exercisable on the date of the
optionee's death. If an optionee's employment, advising or consulting
relationship with the Company is terminated as a result of his or her
disability within the meaning of Section 22(e)(3) of the Code, the
optionee may exercise options granted under the 1994 Option Plan at any
time within one year (or, in the case of a disability that is not within the
meaning of Section 22(e)(3) of the Code, six months) after cessation of
employment or the date the option expires pursuant to the option agreement,
whichever occurs first, but only to the extent the option was
exercisable on the date of the optionee's cessation of employment.
- 10 -
<PAGE>
Expiration of Options. Unless otherwise provided for by the Board
in the grant of an option, the 1994 Option Plan provides that all
options granted under the 1994 Option Plan shall be exercisable only so
long as the optionee has the same relationship with the Company as
Employee, Consultant or Outside Director as the optionee had when the
option was granted, but not longer than ten years (except for grants to
10% Shareholders and in certain circumstances, grants to Outside Directors).
Nontransferability of Options. Options granted under the 1994
Option Plan may not be transferred or assigned in any manner other than
by will or by the laws of descent and distribution, and may be exercised
only during the optionee's lifetime, except for exercises after the
death of an optionee as provided above.
Company Reorganizations. The 1994 Option Plan provides that, in the
event of a proposal to sell all or substantially all of the assets of
the Company, or the merger of the Company with or into another
corporation, all outstanding options shall terminate unless assumed or
an equivalent option or right is substituted by the successor
corporation or a parent or subsidiary of such successor corporation.
Five days prior to the occurrence of such an event, exercisable options
may be exercised. If an exercisable option is not exercised within five
days before such event, the Company may cancel the option by paying the
optionee an amount equal to the fair market value of the consideration
that the optionee would receive in exchange for the shares underlying
the option, less the exercise price of the option.
Limit on Option Grants. The maximum number of shares for which any
optionee may be granted options in any calendar year is 300,000 shares.
Other Provisions. The option agreement may contain such other
terms, provisions and conditions not inconsistent with the 1994 Option
Plan as may be determined by the Committee.
Amendment and Termination of the 1994 Option Plan. Unless
terminated earlier at the discretion of the Board, the 1994 Option Plan
will terminate upon the earlier of (i)September 12, 2004 or (ii)the date
on which all shares available for issuance under the 1994 Option Plan
have been issued. Any option outstanding at the time of termination of
the 1994 Option Plan will remain in force in accordance with its terms
and conditions and those of the 1994 Option Plan. Any unpurchased
shares that are subject to an option that terminates for any reason
other than exercise will, unless the 1994 Option Plan has been
terminated, become available for future grants under the 1994 Option
Plan. The Committee may amend the terms of any outstanding option
granted under this 1994 Option Plan, but any amendment which would
adversely affect an optionee's rights under an outstanding option shall
not be made without the optionee's consent. The Board may from time to
time suspend, amend or terminate the 1994 Option Plan; provided that,
the Board shall in no event amend the 1994 Option Plan, without the
approval of the shareholders, to (i)increase the total number of shares
of Common Stock that may be issued under by the 1994 Option Plan,
(ii)change the description of persons eligible to participant in the
1994 Option Plan, or (iii)change the minimum exercise price.
Amended Plan Benefits
As of the date of this Proxy Statement, no non-employee directors
and no associates of any director, executive officer or nominee for
director has been granted any options subject to shareholder approval of
the proposed amendment. The benefits to be received pursuant to the
amendment of the 1994 Option Plan by the Company's directors, non-
employee directors, executive officers and employees are not
determinable at this time.
Certain Federal Income Tax Information
The following summary of the federal income tax consequences to the
optionee and the Company of the grant of options and the purchase and
sale of shares acquired upon exercise of options does not purport to be
complete. The summary does not address other taxes that may affect an
individual such as state and local income taxes, federal and state estate,
inheritance and gift taxes and foreign taxes. The summary also does not address
- 11 -
<PAGE>
special tax considerations that may apply if an optionee uses stock, notes or
consideration other than cash to exercise options granted under the 1994 Option
Plan. Furthermore, the tax consequences of options are complex and subject to
change, and a taxpayer's personal situation may be such that some variation of
the described rules applies.
The grant of a Nonstatutory Option under the 1994 Option Plan will
not result in any federal income tax consequences to the optionee or to
the Company. Upon exercise of a Nonstatutory Option, the optionee is
subject to income taxes at the rate applicable to ordinary compensation
income on the difference between the option price and the fair market
value of the shares on the date of exercise. This income is subject to
withholding for federal income and employment tax purposes. Subject to
the requirement of reasonableness and satisfaction of any withholding
obligation, the Company is entitled to an income tax deduction in the
amount of the income recognized by the optionee. Any gain or loss on
the optionee's subsequent disposition of the shares will receive long or
short-term capital gain or loss treatment depending on whether the
shares are held for more or not more than one year, respectively,
following exercise. The Company does not receive a tax deduction for
any such gain. The maximum marginal federal tax rate at which ordinary
income is taxed to individuals is currently 39.6% and the maximum
federal tax rate at which long-term capital gains are taxed for most
types of property is 20%.
The grant of an ISO under the 1994 Option Plan will not result in
any federal income tax consequences to the optionee or to the Company.
An optionee recognizes no federal taxable income upon exercising an ISO
(subject to the alternative minimum tax rules discussed below), and the
Company receives no deduction at the time of exercise. In the event of
a disposition of stock acquired upon exercise of an ISO, the tax
consequences depend upon how long the optionee has held the shares. If
the optionee does not dispose of the shares within two years after the
ISO was granted, nor within one year after the ISO was exercised and
shares were purchased, the optionee will recognize a long-term capital
gain (or loss) equal to the difference between the sale price of the
shares and the exercise price. The Company is not entitled to any
deduction under these circumstances.
If the optionee fails to satisfy either of the foregoing holding
periods, he or she must recognize ordinary income in the year of the
disposition (referred to as a "disqualifying disposition"). The amount
of such ordinary income generally is the lesser of (i)the difference
between the amount realized on the disposition and the exercise price,
or (ii)the difference between the fair market value of the stock on the
exercise date and the exercise price. Any gain in excess of the amount
taxed as ordinary income will be treated as a long- or short-term
capital gain, depending on the holding period. The Company, in the year
of the disqualifying disposition, is entitled to a deduction equal to
the amount of ordinary income recognized by the optionee (subject to the
requirement of reasonableness and perhaps in the future, the
satisfaction of a withholding obligation).
The "spread" under an ISO-- i.e., the difference between the fair
market value of the shares at exercise and the exercise price-- is
classified as an item of adjustment in the year of exercise for purposes
of the alternative minimum tax.
Section 162(m) of the Code contains special rules regarding the
federal income tax deductibility of compensation paid to the Company's
Chief Executive Officer and to each of the other four most highly
compensated executive officers. The general rule is that annual
compensation paid to any of these specified executives will be
deductible to the Company only to the extent that it does not exceed $1
million. However, the Company can preserve the deductibility of certain
compensation in excess of $1 million if it complies with conditions
imposed by Section 162(m) of the Code, including the establishment of a
maximum number of shares which may be granted to any one employee during
a specified time period. The Company has established the maximum number
of shares with respect to which options can be granted.
Payment of Withholding Taxes. The Company may withhold, or require
a participant to remit to the Company, an amount sufficient to satisfy
any federal, state or local withholding tax requirements associated with
awards under the Option 1994 Option Plan.
- 12 -
<PAGE>
PROPOSAL NO. 3
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP ("Deloitte &
Touche") as the Company's independent auditors for the fiscal year
ending December 31, 1999. Deloitte & Touche has been the Company's
independent auditors since 1980. In the event that ratification of this
selection of auditors is not approved by a majority of the shares of the
Company's Common Stock voting at the Annual Meeting in person or by
proxy, management will reconsider its future selection of auditors.
A representative of Deloitte & Touche is expected to be present at the
Annual Meeting and will have an opportunity to make a statement if he or
she so desires. Moreover, he or she will be available to respond to
appropriate questions from the shareholders.
Unless marked to the contrary, proxies received will be voted "FOR" the
ratification of the appointment of Deloitte & Touche as the independent
auditors for the Company for the fiscal year ending December 31, 1999.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE
AS THE COMPANY'S INDEPENDENT AUDITORS
OTHER MATTERS
Annual Report and Financial Statements
The 1998 Annual Report of the Company, which includes its audited
financial statements for the fiscal year ended December 31, 1998, has
accompanied or preceded this Proxy Statement.
Section 16(a) Beneficial Ownership Reporting Compliance
Under the securities laws of the United States, the Company's
directors, executive officers, and any persons holding more than ten
percent of the Company's Common Stock ("Reporting Persons") are required
to report, to the Securities and Exchange Commission and to the Nasdaq
Stock Market, their initial ownership of the Company's stock and any
subsequent changes in that ownership. Specific due dates for these
reports have been established, and the Company is required to disclose
in this Proxy Statement any failure to file these reports on a timely
basis.
Based solely on its review of the copies of such reports received
by it or written representations from certain Reporting Persons that no
Forms 3, 4 or 5 were required, the Company believes that during fiscal
1998, all Reporting Persons complied with all applicable filing
requirements.
Shareholder Proposals
Requirements for Shareholder Proposals to be Brought Before an
Annual Meeting. For shareholder proposals to be considered properly
brought before an annual meeting by a shareholder, the shareholder must
have given timely notice therefor in writing to the Secretary of the
Company. To be timely, a shareholder's notice must be delivered to or
mailed and received by the Secretary of the Company at the principal
executive offices of the Company, not earlier than January 31, 2000 nor later
than March 2, 2000. A shareholder's notice to the Secretary must set forth as
to each matter the shareholder proposes to bring before the annual meeting (i)
a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of the shareholder
proposing such business, (iii) the class and number of shares of the
Company which are beneficially owned by the shareholder, and (iv) any
material interest of the shareholder in such business.
- 13 -
<PAGE>
Requirements for Shareholder Proposals to be Considered for
Inclusion in the Company's Proxy Materials. Shareholder proposals
submitted pursuant to Rule 14a-8 under the Securities and Exchange Act
of 1934 and intended to be presented at the Company's 2000 Annual
Meeting of Shareholders must be received by the Company not later than
December 17,1999 in order to be considered for inclusion in the
Company's proxy materials for that meeting.
- 14 -
<PAGE>
Other Business
The Board of Directors knows of no other business which will be
presented at the Annual Meeting. If any other business is properly
brought before the Annual Meeting, it is intended that proxies in the
enclosed form will be voted in respect thereof in accordance with the
judgments of the persons voting the proxies.
It is important that the proxies be returned promptly and that your
shares be represented. Shareholders are urged to fill in, sign and
promptly return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/s/ Raymond D. Zinn
Raymond D. Zinn
President, Chief Executive Officer and
Chairman of the Board of Directors
April 27, 1999
San Jose, California
- 15 -
<PAGE>
PROXY
MICREL, INCORPORATED
1849 FORTUNE DRIVE
SAN JOSE, CA 95131
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON MAY 27, 1999
Raymond D. Zinn and Robert J. Barker, or any one of them, each with the
power of substitution, are hereby authorized to represent and vote the shares of
the undersigned, with all the powers which the undersigned would possess if
personally present, at the Annual Meeting of Shareholders of Micrel,
Incorporated (the "Company"), to be held on Thursday, May 27, 1999, and any
adjournment or postponement thereof.
Election of Five directors (or if any nominee is not available for
election, such substitute as the Board of Directors or the proxy holders may
designate). Nominees: Raymond D. Zinn, Warren H. Muller, Larry L. Hansen,
George Kelly and Dale L. Peterson.
(Continued, and to be signed on the other side)
FOLD AND DETACH HERE
[MICREL LOGO]
Annual Shareholder Meeting
Thursday, May 27, 1999
12:00 p.m.
1931 Fortune Drive
San Jose, CA 95131
IMPORTANT Reminder
Whether or not you plan to attend this meeting, your vote is important
to us. We urge you to complete, detach and mail the proxy card as soon as
possible in the enclosed envelope.
We look forward to seeing you at the meeting. On behalf of the management and
directors of Micrel, Incorporated, we want to thank you for your support.
<PAGE>
<TABLE>
<CAPTION>
Please Mark
your votes as [X]
indicated in
this example
<S> <C>
The Board of Directors recommends a vote FOR the election of Directors
and FOR proposal 2 and 3.
Shares represented by this proxy 2.Ratification FOR AGAINST ABSTAIN
will be voted as directed by the and Approval [ ] [ ] [ ]
shareholder. If no such directions of Amendment
are indicated, the Proxies will to the Company's
have authority to vote FOR the 1994 Stock Option
election of all directors, and Plan. To ratify and
FOR items 2 and 3. Approve an amendment
to the Company's 1994
Stock Option Plan to
increase the number of
shares reserved for
issuance thereunder from
4,964,668 to 6,964,668.
1.Election of Directors 3.To ratify the FOR AGAINST ABSTAIN
(see reverse) appointment of [ ] [ ] [ ]
FOR WITHHOLD Deloitte &
[ ] [ ] Touche LLP as the
Company's independent
auditors for the
fiscal year
ending December
31, 1999.
FOR, except vote withheld 4.In their discretion, the Proxies are
from the following nominee(s) authorized to vote upon such
other business as may properly come
before the Annual Meeting.
_______________________________
_______________________________ MARK HERE FOR ADDRESS
CHANGE AND NOTE AT RIGHT [ ]
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED REPLY ENVELOPE.
Signature ________________________________ Date_______________,1999
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
</TABLE>
FOLD AND DETACH HERE
Travel Directions
to Micrel
(for meeting appointments)
From San Francisco Int'l Airport
or San Francisco via US 101:
Take US 101 south (towards San
Jose); exit Montague Expwy.;
right at Trade Zone Blvd.; immedi-
ate right at Ringwood Ave., left on
Fortune Dr.
From San Jose Int'l Airport: (MAP TO MICREL OFFICE
AREA DISPLAYED HERE)
Take Airport Parkway (becomes
Brokaw Rd. then Murphy Rd.); left
on Ringwood Ave.; right on
Fortune Dr.
From San Francisco via I-280
Take I-280 South (toward San
Jose); exit I-880 north (toward
Oakland); exit Montague Expwy.
east; right at Trade Zone Blvd.;
immediate right at Ringwood
Ave., left on Fortune Dr.
<PAGE>
