Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by MaxLinear, Inc. on May 10, 2023. The filing details the outcomes of five specific matters submitted to a vote by security holders.
Key Financial Metrics
This filing is a corporate governance report and does not provide financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. No financial data is disclosed in this document.
Material Changes and Voting Results
The filing reports the following material outcomes from the Annual Meeting:
- Shareholder Participation: Of 79,970,637 shares outstanding as of March 21, 2023, 73,439,782 shares (approximately 91.83%) were represented at the meeting.
- Director Elections: Three Class II directors were re-elected to serve until the 2026 annual meeting:
- C. Carolyn D. Beaver: Approved with 63,161,914 votes for.
- Albert J. Moyer: Approved with 52,028,103 votes for (noting 12,155,994 votes against).
- Theodore L. Tewksbury, Ph.D.: Approved with 57,507,773 votes for.
- Executive Compensation (Say-on-Pay): Stockholders approved the compensation of named executive officers for the year ended December 31, 2022, with 60,766,695 votes for.
- Compensation Vote Frequency: Stockholders approved holding future advisory votes on executive compensation every one year (62,886,892 votes for).
- Independent Auditor: The appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023, was ratified with 73,296,492 votes for.
- Charter Amendment: An amendment to the Amended and Restated Certificate of Incorporation regarding officer exculpation under Delaware law was approved with 55,748,738 votes for.
Guidance, Outlook, and Risks
This filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. The document is strictly limited to the reporting of voting results.
Key Facts for Investor Verification
- Verify the re-election of Albert J. Moyer, who received a significant number of "Against" votes (12,155,994) compared to other nominees.
- Confirm the Board's decision to hold annual Say-on-Pay votes based on the shareholder preference expressed.
- Note the ratification of Grant Thornton LLP as the auditor for the 2023 fiscal year.
- Review the approved amendment to the Certificate of Incorporation regarding officer exculpation provisions.