TEMPE, Ariz., Feb. 26, 2019 /PRNewswire/ -- Benchmark Electronics, Inc. (NYSE: BHE) today announced that it has reached a Cooperation Agreement with Engaged Capital, LLC ("Engaged Capital"). Engaged is one of Benchmark's largest shareholders.

Under the terms of the agreement, Glenn W. Welling, founder of Engaged Capital, will have the option to join Benchmark's board until the date which is fifteen days before the advance notice deadline for Benchmark's 2020 annual meeting of shareholders, provided Engaged Capital's current ownership in the company does not fall below 2.5% of Benchmark's outstanding shares.  Engaged Capital has agreed to withdraw its previously nominated slate of director candidates for election to Benchmark's board at Benchmark's 2019 annual meeting of shareholders.

"We are pleased with the outcome of our ongoing discussions with Glenn and Engaged," said David W. Scheible, Benchmark Electronics Chairman of the Board. "Glenn has deep expertise working alongside boards and executives and we continue to benefit from Glenn's focus and attention on our long-term strategy."

"Benchmark's strategy is clearly showing momentum and the company is on a strong path to capture opportunities as a leader in engineering and manufacturing services," said Glenn W. Welling. "We have been a large shareholder of Benchmark for over 4 years and I am encouraged by the company's recent performance and strategy to achieve revenue growth and margin improvements as well as the focus on returning capital to shareholders. I look forward to ongoing discussions with the management and board to help drive additional value for shareholders."

Pursuant to the Cooperation Agreement, Engaged Capital has agreed to vote all of its shares in favor of Benchmark's nominees at its 2019 annual meeting, and has agreed to other customary standstill and voting provisions.

The complete agreement between the Company and Engaged Capital will be included in a Form 8-K to be filed with the SEC.

About Benchmark Electronics, Inc.

Benchmark is a worldwide provider of innovative product design, engineering services, technology solutions and advanced manufacturing services.  From initial product concept to volume production, including direct order fulfillment and aftermarket services, Benchmark has been providing integrated services and solutions to original equipment manufacturers since 1979.  Today, Benchmark proudly serves the following industries: aerospace and defense, medical technologies, complex industrials, test and instrumentation, next-generation telecommunications and high-end computing.  Benchmark's global operations network includes facilities in eight countries and common shares trade on the New York Stock Exchange under the symbol BHE.

About Engaged Capital

Engaged Capital, LLC (Engaged Capital) was established in 2012 by a group of professionals with significant experience in activist investing in North America and was seeded by Grosvenor Capital Management, L.P., one of the oldest and largest global alternative investment managers. Engaged Capital is a limited liability company owned by its principals and formed to create long-term shareholder value by bringing an owner's perspective to the managements and boards of undervalued public companies. Engaged Capital's efforts and resources are dedicated to a single investment style, "Constructive Activism" with a focus on delivering superior, long-term, risk-adjusted returns for investors. Engaged Capital is based in Newport Beach, California.

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