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Benchmark: Form, Schedule Or Registration Statement No Filing Party: Date Filed: Benchmark Electronics Files Investor Presentation

The following excerpt is from the company's SEC filing.

Highlights Benchmark’s Proven Track Record of Delivering Shareholder Value

Board Urges Shareholders to Vote “

Benchmark’s Director Nominees on the

Proxy Card

ANGLETON, Texas, April 14, 2016 -- Benchmark Electronics, Inc. (NYSE: BHE) today announced that it has filed an investor presentation with the U.S. Securities and Exchange Commission ("SEC") in connection with the Company’s 2016 Annual Meeting of Shareholders. The presentation is available under the investor relations section of

www.bench.com

and on the SEC’s website at

Benchmark’s presentation highlights the strategic actions the Company’s Board of Directors and management have taken over the past several years to enhance shareholder value. Specifically, the presentation outlines Benchmark’s strong performance as a result of focused and disciplined execution of its strategic plan, including:

Continuing to evolve Benchmark's portfolio ahead of future trends, towards higher-value end markets with a goal of achieving greater than 10% annual growth in these higher-value markets;

Advancing engineering-led solutions, ‘LEAN’ initiatives and operational excellence to achieve a long-term non-GAAP operating margin greater than 5%;

Optimizing working capital; and

Remaining committed to a policy of disciplined and shareholder-friendly capital deployment, with a target of greater than 50% free cash flow return to shareholders.

The presentation further illustrates the strength of Benchmark’s Board of Directors, including its proven executive, financial and operational expertise, intimate knowledge of the Company’s business, superior track record of achievement, and a demonstrated commitment to creating value for all shareholders. The presentation also describes Benchmark’s commitment to best-in-class corporate governance, including:

A diverse Board with robust independent oversight and extensive expertise – seven of eight directors are independent, all directors have significant C-level experience and the average director tenure is only 6.3 years (significantly below the median of industry peers, where the average director tenure is approximately 10 years

Ongoing commitment to refresh the Board of Directors – Benchmark has added three new independent directors within the last five years, including Paul Tufano in 2016, and recently appointed David Scheible Chairman of the Board to succeed Peter Dorflinger;

The annual election of directors, a plurality voting standard for directors in contested elections (subject to shareholder adoption), a resignation policy applicable to directors receiving less than a majority vote in uncontested elections, a single class of common stock with one vote per share and no shareholder rights plan in place;

Peer group consists of Celestica, Flextronics, Jabil, Plexus and Sanmina.

An executive compensation plan that is aligned with shareholder interests with a framework designed to create a “pay for performance” culture, including clawback provisions for earnings restatements and an anti-hedging policy (applicable to all directors and employees); and

A culture of transparency and accountability, including regular and ongoing engagement with shareholders.

The presentation also addresses Engaged Capital’s nominees and their lack of relevant business experience and qualifications when compared to Benchmark’s nominees. For example:

Engaged Capital’s nominees have major deficiencies in industry expertise, functional responsibility and business experience;

None of Engaged Capital’s nominees have ever served as a CFO or COO (in any industry);

Only one nominee has very limited experience as an interim CEO; and

Only one nominee has served on the board of a public company.

In addition, the presentation outlines Engaged Capital’s activist track record by reviewing the stock price performance for companies where it has obtained dissident representation on the Board either through settlement or a proxy contest victory

The analysis demonstrates that there was an average 15% share price decline after Engaged Capital secured a change in board composition

. Based on this analysis, Benchmark believes that Engaged Capital’s activist track record does not support its claims that its recommendations create value for all shareholders.

Finally, the presentation describes the flaws in Engaged Capital’s claims relating to Benchmark. Some of these misguided claims are outlined below.

Engaged Capital Claim:...


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