UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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 | | Fairchild Semiconductor International, Inc. 3030 Orchard Parkway San Jose, California 95134 www.fairchildsemi.com |
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Supplement dated April 12, 2012 to the Proxy Statement dated March 19, 2012
Fairchild Semiconductor International, Inc. (the “Company”) is filing the additional material contained in this Schedule 14A with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the upcoming 2012 annual stockholders’ meeting.
On April 12, 2012, the Company’s board of directors voted unanimously to withdraw Proposal 5 from the agenda for the upcoming annual stockholders’ meeting to be held on May 2, 2012. The proposal requested that stockholders approve an amendment to the Company’s certificate of incorporation to include the following forum-selection provision:
Article 14. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine.
As a result of the board’s April 12, 2012 action, we are not proposing to amend the Company’s certificate of incorporation to include a forum-selection provision at the 2012 annual meeting and Proposal 5 shall not be considered or voted upon at the 2012 annual meeting. You should note the following:
| | • | | We will not make available or distribute, and you do not need to sign, new proxy cards or submit new voting instructions solely as a result of the board’s action to withdraw Proposal 5. |
| | • | | Proxy cards or voting instructions already received with direction on Proposal 5 will not be voted on Proposal 5. |
| | • | | Proxy cards or voting instructions received and providing direction on the remaining proposals to be considered at the Annual Meeting (Proposals 1,2,3,4, and 6) will remain valid and in effect, and will be voted as directed. |
| | • | | If you have already submitted a proxy card or voting instructions, you do not need to resubmit proxies or voting instructions with different directions, unless you wish to change your previously cast votes on the remaining proposals. |
Your vote regarding remaining proposals is important. Please vote on these remaining proposals as described in the Notice of Internet Availability of Proxy Materials previously mailed to you on or about March 22, 2012 and the Proxy Statement, copies of which are available atwww.envisionreports.com/FCS.This letter is being made available atwww.envisionreports.com/FCS on April 12, 2012.
