MaxLinear Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$MXL
Semiconductors
Technology
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2025
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
We held our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 20, 2025. At the Annual Meeting, 56,099,838 shares of our common stock were present or represented by proxy, representing 64.95% of voting power of the shares of our common stock outstanding as of March 26, 2025, the record date for the Annual Meeting. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.
1.Election of One Class I Director. The following nominee was re-elected by the holders of our common stock to serve as our Class I director to hold office until our 2028 annual meeting of stockholders and until his successor is duly elected and qualified:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Daniel A. Artusi | 42,083,978 | 3,565,672 | 28,483 | 10,421,705 | ||||||||||||||||||||||
2.Advisory Vote to Approve Named Executive Officer Compensation. On an advisory basis, the compensation of our named executive officers for the year ended December 31, 2024, as disclosed in our proxy statement for our Annual Meeting, was not approved by our stockholders based on the following results of voting:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 13,664,945 | 31,897,699 | 115,489 | 10,421,705 | |||||||||||||||||
3.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified based on the following results of voting:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 55,432,490 | 371,044 | 296,304 | — | |||||||||||||||||
4.Approval of Amendment to the MaxLinear, Inc. Amended and Restated 2010 Equity Incentive Plan. The amendment of our 2010 Equity Incentive Plan to increase the number of shares reserved thereunder by 3,657,565 was not approved by our stockholders based on the following results of voting:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 12,374,976 | 33,195,464 | 107,693 | 10,421,705 | |||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | May 21, 2025 | MAXLINEAR, INC. | |||||||||
| (Registrant) | |||||||||||
| By: | /s/ Steven G. Litchfield | ||||||||||
| Steven G. Litchfield | |||||||||||
| Chief Financial Officer and Chief Corporate Strategy Officer | |||||||||||
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