DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Silicon Laboratories Inc.

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LOGO

LETTER TO THE STOCKHOLDERS

Austin, Texas

March 11, 2026

To the Stockholders of Silicon Laboratories Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders of Silicon Laboratories Inc. (“Silicon Labs” or “the Company”), a Delaware corporation, to be held virtually on April 23, 2026, at 9:30 a.m. Central Time for the purposes described in the Proxy Statement. There will be no in-person meeting. To participate in the Annual Meeting, please visit www.proxydocs.com/SLAB. In order to attend, you must register in advance at www.proxydocs.com/SLAB prior to the start of the meeting. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and to submit questions during the meeting. During the Annual Meeting, you may vote your shares and submit questions via the question box provided on the virtual meeting website. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website log-in page.

The 2026 Annual Meeting will focus on the items of business listed in the Notice of Annual Meeting of Stockholders and Proxy Statement that follows. We are sending this Proxy Statement to our stockholders on or about March 11, 2026. During the Annual Meeting we will also present a report on Silicon Labs’ performance and operations during 2025.

Whether or not you plan to attend the meeting, your vote is important. Instructions regarding the various methods of voting are contained in the Proxy, including voting by toll-free telephone number or the Internet. If you request and receive a paper copy of the Proxy by mail, you may also vote your shares by fully completing and returning the Proxy. You may revoke your Proxy at any time prior to the Annual Meeting. If you attend the Annual Meeting and vote by ballot, your Proxy will be revoked automatically and only your vote at the Annual Meeting will be counted.

Sincerely,

LOGO

R. Matthew Johnson

President, Chief Executive Officer and Director

Silicon Laboratories Inc.

Notice of Annual Meeting of Stockholders



Time		9:30 a.m., Central Time on Thursday, April 23, 2026

Place		Virtually at www.proxydocs.com/SLAB. In order to attend, you must register in advance at www.proxydocs.com/SLAB prior to the deadline of April 23, 2026 at 9:30 a.m. (Central Time).

Items of Business		1. To elect two Class I directors to serve on the Board of Directors until our 2029 annual meeting of stockholders, or until a successor is duly elected and qualified; 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2027; 3. To vote on an advisory (non-binding) resolution to approve executive compensation; 4. To approve amendments to the 2009 Stock Incentive Plan; and 5. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

Voting		We have furnished proxy materials over the Internet where you may read, print and download our Annual Report and Proxy Statement at www.proxydocs.com/SLAB. On or about March 11, 2026, we mailed to our stockholders a notice containing instructions on how to vote and how to access our 2026 Proxy Statement and 2025 Annual Report. The notice also provides instructions on how you can request a paper copy of these documents. If you received your annual materials via email, the email contains voting instructions and links to the Annual Report and Proxy Statement on the Internet.

Who Can Vote		Only stockholders of record at the close of business on February 23, 2026 are entitled to notice of and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our executive offices for a period of ten days before the Annual Meeting.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY AND VOTE YOUR SHARES BY TELEPHONE, BY INTERNET, OR BY COMPLETING, SIGNING, DATING, AND RETURNING A PROXY CARD AS PROMPTLY AS POSSIBLE.

PROXY

STATEMENT

SUMMARY

This Proxy Statement Summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to stockholders on or about March 11, 2026. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting.

2026 Annual Meeting of Stockholders


Date and Time	Location	Record Date

Thursday, April 23, 2026 9:30 a.m., Central Time	www.proxydocs.com/SLAB	February 23, 2026

Matters To Be Voted Upon

The following table summarizes the proposals to be voted upon at the 2026 Annual Meeting of Stockholders to be held on April 23, 2026 (the “Annual Meeting”) and the Board’s voting recommendations with respect to each proposal.


Proposals	Board Recommendation	Page Reference

1. Election of Directors	FOR each nominee	3

2. Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	15

3. Advisory Vote on Executive Compensation	FOR	17

4. Amendments to the 2009 Stock Incentive Plan	FOR	18

Director Nominees


	Age	Director Since	Independent	Committee Membership

Navdeep S. Sooch	63	1996	✓	• Corporate Development & Finance (Chair)

Nina Richardson	67	2016	✓	• Audit (Member) • Corporate Development & Finance (Member)

Table of Contents


Proxy Statement			1

Matters To Be Considered at Annual Meeting			1

Proposal One: Election of Directors			3

Other Directors			5

Board Leadership/Independence			8

Committees and Meetings			8

Director Nomination			9

Attendance at Annual Meetings			12

Stockholder Communications with the Board of Directors			12

Code of Ethics			12

Risk Management			12

Director Compensation and Indemnification Arrangements			13

Recommendation of the Board of Directors			14

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm			15

Recommendation of the Board of Directors			16

Proposal Three: Advisory Vote on Executive Compensation			17

Recommendation of the Board of Directors			17

Proposal Four: Proposal to Approve Amendments to the 2009 Stock Incentive Plan			18

Recommendation of the Board of Directors			30

Other Matters			31

Ownership of Securities			32

Certain Relationships and Related Transactions			33

Certain Relationships and Related Transactions			33

Policies and Procedures with Respect to Related Party Transactions			33

Audit Committee Report			34

Executive Officers			35

Compensation Discussion and Analysis			36

2025 Business Results			36

Compensation Philosophy			36


Significant Executive Compensation Actions			37

Significant Compensation Governance Standards			38

Prior Say on Pay Vote and Shareholder Engagement			38

Compensation-Setting Process			39

Compensation Elements			41

Compensation Arrangements Upon Termination of Employment or a Change in Control			44

Welfare, Retirement, and Other Benefits			45

Additional Compensation Policy			46

Income Tax and Accounting Considerations			46

Compensation Committee Report on Executive Compensation			47

Summary Compensation			48

Grants of Plan-Based Awards			49

Outstanding Equity Awards at Fiscal Year-End			50

Option Exercises and Stock Vested Table			51

Potential Payments Upon Termination or Change in Control			51

CEO Pay Ratio			54

Pay Versus Performance			55

Compensation Committee Interlocks and Insider Participation			59

Equity Compensation Plan Information			60

No Incorporation by Reference of Certain Portions of this Proxy Statement			61

Delinquent Section 16(a) Reports			61

Householding			61

Annual Report			61

Form 10-K			61

Appendix I: Reconciliation of GAAP to Non-GAAP Executive Compensation Financial Measures			62

Appendix II: 2009 Stock Incentive Plan (as Amended and Restated on April 23, 2026)			63

CORPORATE SUSTAINABILITY

2025 Business Highlights

We are a leader in secure, intelligent wireless technology for a more connected world. Our integrated hardware and software platform, intuitive development tools, unmatched ecosystem and robust support make us the ideal long-term partner in building advanced industrial, commercial, home and life applications. We make it easy for developers to solve complex wireless challenges throughout the product lifecycle and get to market quickly with innovative solutions that transform industries, grow economies and improve lives.

In 2025, we executed well, achieving 34% year-over-year revenue growth as many key design wins ramped into production and demand improved. Our results represented a meaningful step forward following the inventory-driven market correction in 2024 and reflected disciplined execution on the part of the Silicon Labs team.

We continued advancing our product roadmap in 2025, introducing several new and innovative solutions:

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Our first Series 3 SoC, the SiXG301 family, the world’s first devices to achieve PSA Level 4 iSE/SE certification, designed to support Bluetooth LE, multiprotocol, and compute-intensive applications.

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Our upcoming Series 3 SoC, the SiXG302, designed to deliver new levels of energy efficiency and wireless performance for battery-powered applications.

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Our BG29 family of wireless SoCs, optimized for the smallest form factor Bluetooth LE applications.

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Our FG23L Sub-GHz SoC, delivering secure long-range connectivity for high-volume applications.

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Our Simplicity Platform, a next-generation suite of software tools with AI-augmented capabilities, designed to accelerate development and simplify embedded IoT system design.

Ethical and Responsible Governance

Silicon Labs integrates strong ethical and governance principles throughout our business. Silicon Labs has a strong corporate governance framework and a defined set of responsibilities aimed at fulfilling our mission of building a smarter, more connected world. Our Board of Directors oversees our corporate governance with specific responsibilities assigned to the Nominating and Corporate Governance (NCG) Committee, Compensation Committee, and the Audit Committee of the Board. Our Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Legal Officer (CLO), and Chief People Officer (CPO) provide management-level oversight of governance matters across the Company and regularly report to the Board and its committees on governance and ethical matters.

CORPORATE SUSTAINABILITY

Corporate Sustainability

Guided by our shared values, we strive to “do the right thing” for our employees, customers, shareholders, and communities. We integrate sustainability principles throughout our business, driven by our stakeholders, who help us identify and prioritize sustainability-related issues. We routinely engage with our shareholders to better understand their sustainability views, carefully considering the feedback we receive and acting when appropriate. While we devote resources to a wide range of sustainability-related issues, our goals are focused in five strategic areas based on a materiality assessment by stakeholders: Product and Services Innovation, Environmental Management & Climate Change Mitigation, Employee Wellbeing, Supply Chain Management, and Ethics & Governance.

Our Board of Directors oversees corporate sustainability with specific duties delegated to the NCG Committee. The CFO is the executive sponsor of the Sustainability Steering Committee, which includes members of executive and senior management. The CFO and members of the Steering Committee report quarterly to the CEO and the Nominating and Governance Committee of the Board of Directors.

We report additional details on our sustainability commitments and progress in our annual Corporate Sustainability Report, available at: https://www.silabs.com/about-us/environmental-social-governance.

Creating a Culture of Innovation

Silicon Labs is a multi-national and multi-ethnic workforce, with sites and employees in more than a dozen countries. We believe a diversity of experiences and viewpoints leads to better solutions and is the cornerstone of innovation. We support a curious, high-performing culture with the resources employees need to grow their technical knowledge, build management skills, and achieve their development goals. Annually we host a three-day global technical symposium that is focused on bringing employees together from across the globe to share their best work and latest innovations. Employees collaborate and share expertise through an internal training program of virtual sessions and in-person workshops, and we host university professors and external speakers that help strengthen technical and professional skills to broaden knowledge, trigger creativity, and inspire innovation.

We are committed to fostering a representative and inclusive workplace that attracts and retains exceptional talent. These principles are also reflected in our employee training, with targeted curriculum on eliminating harassment, discrimination, and bias in the workplace. We’re committed to driving long-term change and accountability, and we conduct an annual employee engagement survey to inform our action plans.

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Silicon Labs has been a certified Great Place to Work each year since 2017 and annually executes an employee engagement survey to assess progress.

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We offer medical, dental, and vision insurance plans to fit the needs of employees and their families and provide broad benefit packages, including profit sharing, retirement, disability insurance, life insurance plans, and mental health and wellness plans.

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We inspire creativity and innovation through a robust internal training program, including on-demand skills training, external speakers, technical certifications, mentoring and coaching, and leadership training.

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Silicon Labs strives to foster an inclusive environment for all employees, supporting employee resource groups, mentorship opportunities, and inclusive leadership initiatives in the semiconductor industry.

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We actively promote equitable practices in our recruitment, development, and promotion practices.

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All Silicon Labs employees receive 24 hours of paid time off annually to volunteer, and we support our global philanthropy programs through local grants and board service.

PROXY STATEMENT

Matters to be Considered at Annual Meeting

Silicon Laboratories Inc. Proxy Statement

Annual Meeting of Stockholders to be held on April 23, 2026

General

The enclosed Proxy is solicited on behalf of the Board of Directors of Silicon Laboratories Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders to be held virtually on April 23, 2026 at 9:30 a.m. Central Time at www.proxydocs.com/SLAB, or at any adjournment thereof. On or about March 11, 2026, we mailed to our stockholders a notice containing instructions on how to vote and how to access our 2026 Proxy Statement and 2025 Annual Report.

Voting

The specific proposals to be considered and acted upon at the Annual Meeting are summarized in the accompanying notice and are described in more detail in this Proxy Statement. On February 23, 2026, the record date for determination of stockholders entitled to notice of and to vote at the Annual Meeting, 32,968,416 shares of our common stock were outstanding and no shares of our preferred stock were outstanding. Each stockholder is entitled to one vote for each share of common stock held by such stockholder on February 23, 2026. The presence, or representation by proxy, of the holders of a majority of our shares entitled to vote is necessary to constitute a quorum at the Annual Meeting or at any adjournment thereof. Stockholders may not cumulate votes in the election of directors. The affirmative vote of a majority of the votes cast (including votes cast by proxy) at the Annual Meeting with respect to each director’s election is necessary for the election of such director. The affirmative vote of a majority of our shares present or represented by proxy at the Annual Meeting and entitled to vote will be required to approve Proposals Two, Three, and Four. All votes will be tabulated by the inspector of elections appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes (i.e., a Proxy submitted by a broker or nominee specifically indicating the lack of discretionary authority to vote on the matter). Abstentions and broker non-votes will be counted as present for purposes of determining a quorum for the transaction of business. Abstentions will have no effect on the election of directors but will be counted as shares “entitled to vote” and therefore will have the same effect as a vote against Proposals Two, Three, and Four. Broker non-votes will not be counted for purposes of determining whether each proposal has been approved.

Proxies

If the enclosed form of Proxy is properly signed and returned or you properly follow the instructions for telephone or Internet voting, the shares represented thereby will be voted at the Annual Meeting in accordance with the instructions specified thereon. If the Proxy does not otherwise specify how the shares represented thereby are to be voted, the Proxy will be voted (i) FOR the election of the directors proposed by the Board of Directors, (ii) FOR the approval of the selection of Deloitte & Touche LLP as our independent registered public accounting firm,(iii) FOR the approval of an advisory resolution to approve executive compensation, and (iv) FOR the approval of the Amendment to the 2009 Stock Incentive Plan. You may revoke or change your Proxy at any time before the Annual Meeting by submitting a later-dated Proxy via the Internet, by telephone, by mail or by delivering a notice of revocation or another signed Proxy with a later date to our Corporate Secretary at our principal executive offices at 400 West Cesar Chavez, Austin, Texas 78701. You may also revoke your Proxy by attending the Annual Meeting and voting during the meeting.

PROXY STATEMENT

Solicitation

We will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement, the Proxy and any additional solicitation materials furnished to the stockholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding in their names shares that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, we may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial owners. The original solicitation of Proxies by mail and the Internet may be supplemented by a solicitation by telephone or other means by directors, officers, or employees. No additional compensation will be paid to these individuals for any such services. Except as described above, we do not presently intend to solicit Proxies other than by mail and the Internet.

Deadline for Receipt of Future Stockholder Proposals

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, stockholder proposals to be presented at our 2027 annual meeting of stockholders and included in our proxy statement and form of proxy relating to that meeting must be received by us at our principal executive offices at 400 West Cesar Chavez, Austin, Texas 78701, addressed to our Corporate Secretary, not later than November 11, 2026. These proposals must comply with the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”).

In addition, our bylaws establish advance notice procedures that must be complied with for stockholders to bring proposals that are not included in our proxy materials and nominations of persons for election as directors before an annual meeting of stockholders. In accordance with our bylaws, for a proposal or nominee not included in our proxy materials to be properly brought before the 2027 annual meeting of stockholders, a notice must be received by us at our principal executive offices at 400 West Cesar Chavez, Austin, Texas 78701, addressed to our Corporate Secretary, no later than November 11, 2026 and must contain the information specified in our bylaws. In addition to satisfying advance notice requirements under our bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than those nominees nominated by the Company must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 22, 2027, which is 60 days prior to the anniversary date of this Annual Meeting. Unless we receive notice in the manner specified above, the proxy holders shall have discretionary authority to vote for or against any such proposal presented at our 2027 annual meeting of stockholders.

PROPOSAL ONE: ELECTION OF DIRECTORS

Proposal One: Election of Directors

General

The Board of Directors is divided into three classes, designated Class I, Class II and Class III, with staggered three-year terms. The term of office of the Class I Directors, Navdeep S. Sooch and Nina Richardson, will expire at this Annual Meeting. Mr. Sooch and Ms. Richardson have been nominated to continue as Class I Directors. The directors elected as Class I Directors at the Annual Meeting will each serve for a term of three years expiring at the 2029 annual meeting of stockholders, or until such director’s successor has been duly elected and qualified or until such director’s earlier death, resignation or removal.

The nominees for election have agreed to serve if elected, and management has no reason to believe that the nominees will be unavailable to serve. In the event any of the nominees are unable or decline to serve as directors at the time of the Annual Meeting, the Proxies will be voted for any nominees who may be designated by our present Board of Directors to fill the vacancies. Unless otherwise instructed, the Proxy holders will vote the Proxies received by them FOR the nominees named below.

Nominees for Class I Directors with a Term Expiring in 2026 (ages as of Annual Meeting date)

LOGO

Navdeep S. Sooch, 63

Mr. Sooch co-founded Silicon Labs in August 1996 and has served as Chairman of the Board since our inception. Mr. Sooch served as Chief Executive Officer from August 1996 to December 2003 and as interim Chief Executive Officer from April 2005 to September 2005. Mr. Sooch also served as the CEO of Ketra, Inc., a private company in the field of solid-state lighting, from October 2011 to April 2018. Prior to founding Silicon Labs, Mr. Sooch held various positions at Crystal Semiconductor/Cirrus Logic, a designer and manufacturer of integrated circuits, including Vice President of Engineering and was a Design Engineer with AT&T Bell Labs. Mr. Sooch holds a B.S. in Electrical Engineering from the University of Michigan, Dearborn and an M.S. in Electrical Engineering from Stanford University.

Mr. Sooch brings to our board extensive experience as an executive, engineer, and semiconductor designer with valuable insights into our industry and Silicon Labs’ operations, as our founder and former CEO. Beyond his expertise in technology and as a public company executive leader, Mr. Sooch further contributes valuable insights in the areas of talent and culture.

LOGO

Nina Richardson, 67

Ms. Richardson has served as a Director of Silicon Labs since 2016. Ms. Richardson was previously the Chief Operating Officer at GoPro from 2013 until 2015, where she led Engineering, Operations, Sales, Sales Operations, Support and Human Resources. Ms. Richardson also held a variety of executive positions at global EMS provider, Flex Ltd., including Vice President and GM where she managed several manufacturing plants in the U.S. and Mexico. Ms. Richardson is a board member of Resideo Technologies, Inc. (NYSE:REZI), a global provider and distributor of comfort and security solutions and Cohu, Inc. (NASDAQ:COHU), a global provider of back-end semiconductor equipment and services. Ms. Richardson is also a board member of Tonal, a privately held smart-fitness equipment and services company. Ms. Richardson was previously a director of SGI, until its sale to HPE, Callidus Cloud, until its sale to SAP, Zayo Group and Eargo (NASDAQ:EAR). Ms. Richardson holds a B.S. in Industrial Engineering from Purdue University and an Executive MBA from Pepperdine University.

Ms. Richardson has broad executive experience in manufacturing, engineering, and supply chain that complements our Company’s operations. Ms. Richardson brings valuable insights from her experiences as a director at several other publicly traded companies and particularly her governance, cybersecurity and environmental sustainability experience, having completed NACD’s Cybersecurity Certification and the Diligent Climate Leadership Certification. Ms. Richardson has scaled operations, talent and organizations in multiple geographies, bringing an important perspective in these areas.

Other Directors

Set forth below is information concerning our other Directors whose terms of office continue after this Annual Meeting.

Continuing Class II Directors with a Term Expiring in 2027 (ages as of Annual Meeting date)


R. Matthew Johnson, 50		Mr. Johnson has served as a Director and our Chief Executive Officer since January 2022 and has served as our President since April 2021. Mr. Johnson served as our Senior Vice President and General Manager of our Internet of Things business unit from July 2018 until he was promoted to President in April 2021. Before joining Silicon Labs, Mr. Johnson held leadership positions at NXP (NASDAQ:NXPI), Freescale, and Fairchild Semiconductor. Mr. Johnson holds a B.S. in Electrical Engineering Technology from the University of Maine and has completed executive programs at Harvard Business School and Stanford University. Mr. Johnson currently serves on the boards of Novanta (NASDAQ:NOVT) and the Semiconductor Industry Association. Mr. Johnson has extensive technology and operations experience in various leadership positions throughout the semiconductor industry, most recently as our chief executive officer, and brings to the Board a thorough understanding of our people, products and markets worldwide.

Sumit Sadana, 57		Mr. Sadana has served as a Director of Silicon Labs since 2015, and as Lead Director since January 2022. Mr. Sadana has been the Executive Vice President and Chief Business Officer of Micron Technology, Inc. (NASDAQ:MU) since 2017. In 2022, Mr. Sadana served as Micron’s Interim Chief Financial Officer. Mr. Sadana has over 30 years of technology industry experience, including leadership positions at San Disk, Freescale Semiconductor and IBM. Mr. Sadana has a Bachelor of Technology degree in Electrical Engineering from the Indian Institute of Technology (IIT), Kharagpur (India) and an M.S. in Electrical Engineering from Stanford University. Mr. Sadana brings to our board significant experience from diverse leadership roles across technology, engineering, operations, strategy, business development and P&L management as an executive in global technology and semiconductor companies. Mr. Sadana provides valuate insights in the areas of finance and accounting, M&A, culture and diversity, and global business supply chain.

Gregg Lowe, 63		Mr. Lowe has served as a Director of Silicon Labs since 2017. Mr. Lowe served as the President and Chief Executive Officer of Wolfspeed, Inc. (NYSE:WOLF), an innovator in silicon carbide semiconductors from 2017 until 2024. Mr. Lowe previously served as President and CEO of Freescale Semiconductor from June 2012 until its merger with NXP (NASDAQ:NXPI) in 2015. Mr. Lowe served as senior vice president and manager of the Analog business for Texas Instruments (NASDAQ:TXN) where he helped to direct the acquisition of National Semiconductor. During his 27 years at Texas Instruments, he held various leadership positions across field sales, automotive sales, marketing, and integrated circuits where he oversaw a global team with design centers and customers on every continent. Mr. Lowe currently serves on the boards of Power Integrations Inc. (NASDAQ:POWI), North Carolina A&T University, the Rock & Roll Hall of Fame in Cleveland, Ohio and St. Edward’s High School in Lakewood, Ohio. Mr. Lowe has a Bachelor of Science degree in electrical engineering from Rose-Hulman Institute of Technology in Terre Haute, Indiana and is a graduate from the Stanford Executive Program at Stanford University. Mr. Lowe has been recognized for his accomplishments in the community and within the semiconductor industry as the recipient of the Rose-Hulman Institute of Technology Career Achievement Award. Mr. Lowe brings to our board extensive experience as a chief executive officer for publicly traded semiconductor companies. Mr. Lowe provides valuable insights from his experiences managing global operations including expertise in technology, marketing, sales, supply chain, and M&A.

Continuing Class III Directors with a Term Expiring in 2028 (ages as of Annual Meeting date)


William G. Bock, 75		Mr. Bock originally joined Silicon Labs’ Board of Directors in 2000 and served as Chairman of the audit committee until he joined the management team and was appointed CFO in 2006. Mr. Bock was re-appointed to the board of directors in mid-2011, returning as interim CFO in early 2013 and was then appointed President in mid-2013 before retiring from the management team in early 2016. Mr. Bock previously participated in the venture capital industry, principally as a partner with CenterPoint Ventures. Before his venture career, Mr. Bock held senior executive positions with three venture-backed companies, Dazel Corporation, Tivoli Systems and Convex Computer Corporation. Mr. Bock began his career with Texas Instruments. Mr. Bock currently serves as Chairman of the Board of SailPoint, Inc. (NASDAQ: SAIL) and Chairman of the Board of N-able Inc. (NYSE: NABL). Mr. Bock holds a B.S. in Computer Science from Iowa State University and an M.S. in Industrial Administration from Carnegie Mellon University. Mr. Bock brings more than 40 years of broad operational, financial and board of director experience to our board, specifically in the high-tech industry areas of systems, software and semiconductors. Mr. Bock has extensive experience as a board member and executive leader for public companies as well as M&A, including his time in venture capital. As a former Silicon Labs President and Chief Financial Officer, Mr. Bock brings to the board a thorough understanding of our operations and markets.

Christy Wyatt, 54		Ms. Wyatt has served as a Director of Silicon Labs since 2019. Since 2018, Ms. Wyatt has served as the President, Chief Executive Officer and a director of Absolute Security (previously NASDAQ:ABST). Ms. Wyatt currently is a director of Ericsson (NASDAQ:ERIC), a position she has held since 2023. Ms. Wyatt previously served as a director of Quotient Technology, Inc. (NYSE: QUOT), a digital promotions, media and analytics company, from July 2018 to April 2022. Ms. Wyatt previously served as Chairman, Chief Executive Officer and President of Good Technology Corporation from 2013, leading to its acquisition by Blackberry in 2015, and also served as President and Chief Executive Officer and Director of Dtex Systems, a threat detection company, from 2016 to 2018. Ms. Wyatt has held leadership positions in the technology industry within Citigroup, Motorola, Apple, Palm and Sun Microsystems and also served as a board member for Centrify. Ms. Wyatt was named “CEO of the Year” by the Globe and Mail in 2020, one of the “Top 50 Women in Saas” by the Software Report in 2019, a “Top 50 Women Entrepreneur in America” by Inc. Magazine, “CEO of the Year” by Information Security Global Excellence Awards and a “Most Influential Women in Wireless” by Fierce Wireless. Ms. Wyatt’s CEO, director and officer experience provides our board expertise in global and international operating experience as well as cyber and security risk. Ms. Wyatt also has extensive technology expertise in hardware and software global technology product companies and contributes valuable insights in these areas.

LOGO

Sherri Luther, 60

Ms. Luther joined the Silicon Labs Board of Directors in January 2022. Ms. Luther has served as the Chief Financial Officer and Treasurer of Coherent Corp. (NYSE:COHR), a global leader in materials, networking and lasers since 2024. Prior to Coherent, Ms. Luther served as the Chief Financial officer of Lattice Semiconductor (NASDAQ:LSCC), a global leader of low power programmable FPGAs since 2019. Prior to this role, Ms. Luther was a senior financial executive at Coherent Inc. (NASDAQ: COHR), most recently serving as Corporate Vice President of Finance where she oversaw large scale acquisitions and provided thought leadership and strategic direction across 40 global sites. Ms. Luther previously held various senior finance and accounting positions at companies including Quantum Corporation, Ultra Network Technologies and Arthur Andersen. Ms. Luther holds a Bachelor of Business Administration, with a dual major in Accounting and Finance, from Wright State University. Ms. Luther is a CPA (Certified Public Accountant), is NACD (National Association of Corporate Directors) Directorship Certified and graduated from the Executive MBA Program at Stanford University Graduate School of Business. Ms. Luther has been recognized for her high ethical and professional standards and received the “CFO of the Year” Award from the Business Journal in Portland, Oregon.

Ms. Luther brings to our board over 35 years of experience in strategic and financial operations, with an expertise in financial reporting, forecasting, SOX compliance, M&A, operations and supply chain management. As the CFO of a multinational public semiconductor company and qualified financial expert under SEC regulations, Ms. Luther contributes valuable insights in the areas of finance and accounting, capital allocation, investor relations as well as in risk management, cybersecurity, and sustainability.

PROPOSAL ONE: ELECTION OF DIRECTORS

Board Leadership/Independence

The Board of Directors’ current policy is to separate the role of Chairman of the Board from the role of Chief Executive Officer. The Board of Directors also finds it useful and appropriate to designate one of the independent members of the Board of Directors as Lead Director and has designated Mr. Sadana as such. The Lead Director’s duties include presiding over executive sessions of the Company’s independent directors and serving as principal liaison between the non-employee directors, the Chief Executive Officer and the Chairman of the Board on sensitive issues. The Board believes that the appointment of the Lead Director and the separation of the Chairman and Chief Executive Officer roles currently provides the most efficient and effective leadership model for the Company as it encourages free and open dialogue regarding competing views and provides for strong checks and balances. Specifically, the balance of powers among our Chief Executive Officer, Chairman of the Board and Lead Director facilitates the active participation of our independent directors and enables our Board of Directors to provide more effective oversight of management. The Board of Directors has determined that Messrs. Bock, Lowe, Sadana, and Sooch and Mses. Richardson, Wyatt and Luther are each independent as defined in the applicable Marketplace Rules of the NASDAQ Stock Market, Inc. Independent directors met in executive session without the Chief Executive Officer and other non-independent directors present on four occasions during fiscal 2025.

Committees and Meetings

During fiscal 2025, our Board of Directors held a total of eleven meetings. Our Board of Directors has an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and a Corporate Development and Finance Committee. During fiscal 2025, each incumbent director attended at least 75% of the aggregate of (i) the meetings of the Board of Directors and (ii) the meetings held by all committees of the Board of Directors on which such director served.

Audit Committee. The Audit Committee is responsible for matters relating to the selection of our independent registered public accounting firm, the scope of the annual audits, the fees to be paid to the independent registered public accounting firm, the performance of our independent registered public accounting firm, compliance with our accounting and financial policies, and management’s procedures and policies relative to the adequacy of our internal accounting controls. The Committee also reviews the Company’s policies and practices with respect to risk management including cyber security risks. The members of the Audit Committee are Mr. Bock and Mses. Luther and Richardson. Mr. Bock serves as Chairman of the Audit Committee. The Board of Directors has determined that Mr. Bock and Ms. Luther are qualified as audit committee financial experts pursuant to Item 407 of Regulation S-K and as financially sophisticated audit committee members under Rule 5605(c)(2)(A) of the Marketplace Rules of the NASDAQ Stock Market, Inc. (the “Nasdaq Rules”). The Board of Directors has also determined that each of the members of the Audit Committee is independent as defined in the applicable Nasdaq Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board of Directors has adopted a written charter for the Audit Committee, a current copy of which is located on our Internet website under the “Investor Relations” page. Our Internet website address is http://www.silabs.com. The Audit Committee reviews and assesses the adequacy of its charter on an annual basis. The Audit Committee held six meetings during fiscal 2025.

Compensation Committee. The Compensation Committee reviews and approves all compensation to be provided to our executive officers and makes recommendations to the Board of Directors regarding the compensation of our directors. In addition, the Compensation Committee has authority to administer our stock incentive plan and employee stock purchase plan. The members of the Compensation Committee are Messrs. Bock and Lowe and Ms. Wyatt. Ms. Wyatt serves as Chairman of the Compensation Committee. The Board of Directors has determined that each of the members of the Compensation Committee is independent as defined in the applicable Nasdaq Rules. The Board of Directors has adopted a written charter for the Compensation Committee, a current copy of which is located on our Internet website under the “Investor Relations” page. Our Internet website address is http://www.silabs.com. The Compensation Committee reviews and assesses the adequacy of its charter on an annual basis. The Compensation Committee held five meetings during fiscal 2025.

PROPOSAL ONE: ELECTION OF DIRECTORS

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee focuses on issues related to the composition, practices and operations of the Board of Directors. In addition, the Nominating and Corporate Governance Committee has the authority to consider candidates for the Board of Directors recommended by stockholders and to determine the procedures with respect to such stockholder recommendations. The Committee also reviews issues and developments related to corporate governance, environmental and social matters and recommends associated standards to the Board. The members of the Nominating and Corporate Governance Committee are Messrs. Lowe and Sadana and Ms. Luther. Mr. Lowe serves as Chairman of the Nominating and Corporate Governance Committee. The Board of Directors has determined that each member is independent as defined in the applicable Nasdaq Rules. The Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, a current copy of which is available on our Internet website under the “Investor Relations” page. The Nominating and Corporate Governance Committee recommended, and the Board of Directors approved, the Corporate Governance Policy, which is also located on our Internet website under the “Investor Relations” page. Our Internet website address is http://www.silabs.com. The Nominating and Corporate Governance Committee held four meetings during fiscal 2025.

Corporate Development and Finance Committee. The Corporate Development and Finance Committee (the “Finance Committee”) reviews and makes recommendations to the Board of Directors regarding our capital structure, liquidity risk, financial strategies, investment and hedging policies, capital allocation decisions, strategic investments and dispositions, acquisitions and divestitures and similar opportunities for maximizing shareholder value. The members of the Corporate Development and Finance Committee are Mr. Sooch and Mses. Richardson and Wyatt. Mr. Sooch serves as Chairman of the Finance Committee. The Board of Directors has determined that each of the members of the Corporate Development and Finance Committee is independent as defined in the applicable Nasdaq Rules. The Board of Directors has adopted a written charter for the Corporate Development and Finance Committee, a current copy of which is available on our Internet website under the “Investor Relations” page. Our Internet website address is http://www.silabs.com. The Corporate Development and Finance Committee held three meetings during fiscal 2025.

Director Nomination

In evaluating potential director candidates, the Nominating and Corporate Governance Committee considers the appropriate balance of experience, skills and characteristics required of the Board of Directors and seeks to ensure that at least a majority of the directors are independent under the applicable Nasdaq Rules. The Nominating and Corporate Governance Committee selects director nominees based on their personal and professional integrity, depth and breadth of experience, ability to make independent analytical inquiries, understanding of our business, willingness to devote adequate attention and time to duties of the Board of Directors and such other criteria as is deemed relevant by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women and minority candidates in the pool from which the Committee selects director candidates. Our Corporate Governance Policy (approved by the Board of Directors) provides that the backgrounds and qualifications of the directors, considered as a group, should provide a diverse mix of experience, knowledge and skills. We do not have any other formal policy with respect to the diversity of our directors. The Nominating and Corporate Governance Committee considers the effectiveness of this policy and the effectiveness of the Board of Directors generally in the course of nominating directors for election. Our Corporate Governance Policy provides that directors that are public company executive officers should not serve on more than one public company board (in addition to serving on our Board of Directors) and other directors should not serve on more than three public company boards (in addition to serving on our Board of Directors).

Any member of our Board of Directors may resign at any time by delivering written notice to us. When a director resigns, a majority of the directors remaining in office have the power to reduce the size of the Board to remove

PROPOSAL ONE: ELECTION OF DIRECTORS

the vacancy or to fill the vacancy, in which case the director so elected shall hold office for the unexpired portion of the term of the resigned director.

Particular Competencies

Industry/Market Experience

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Technology – hardware

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Technology – software

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Public Company Executive Leadership

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Sales and Marketing

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Financial Literacy, Capital Allocation and M&A

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Talent and Culture

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Supply Chain

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Global Business

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Sustainability

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Cyber Security

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Competencies		Value to Silicon Labs

Industry/Market Experience		Experience in the semiconductor industry and our end markets provides relevant understanding of our business, strategy, and customer dynamics.

Technology — Hardware		Our mixed signal technology is used in a wide variety of products and technologies. Experience in hardware technologies helps us to evaluate product strategies.

Technology — Software		Increasingly, software applications are critical to the success of our business. Experience in software technologies helps us evaluate development, product security, and business models.

Public Company Executive Leadership		Public company executive experience provides important understanding of leadership, governance and best practices that are pertinent to our business.

Sales and Marketing		We have a diverse, global customer base and experience in sales and marketing provides relevant perspective to our sales and marketing strategies.

Financial Literacy, Capital Allocation and M&A		We are often involved in complex financial transactions and operate in a dynamic M&A environment, and can benefit from strong financial oversight and knowledge of financial and accounting principles.

Talent and Culture		Experience and knowledge of best practices in the areas of talent management, public company compensation structures and culture support our goals to recruit, retain and maintain a diverse, inclusive and engaged highly-skilled workforce in a competitive environment.

Supply Chain		With global operations and customers in several countries, global business and supply chain expertise helps us understand opportunities and challenges.

Global Business		Global business leadership experience leads to a deeper knowledge of global industry dynamics and international business issues which are increasingly important in this macroeconomic environment.

Sustainability		Experience in environmental sustainability supports our programs and initiatives to align with our corporate strategy and considerations of our employees, customers, suppliers and investors.

Cyber Security		Cyber security competencies are critical in overseeing our enterprise risk program and cyber threats to our product, and the security of our assets and operations.

PROPOSAL ONE: ELECTION OF DIRECTORS

Background

Tenure/Age

LOGO

Years on the Board

Age

Gender

Female

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Male

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Did not Disclose Gender

Racial/Ethnic/Nationality/Other Forms
of Diversity:

African American or Black

Alaskan Native or Native American

Asian (other than South Asian)

South Asian

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Hispanic or Latinx

Native Hawaiian or Pacific Islander

White/Caucasian

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Two or More Races or Ethnicities

LBGTQ+

Persons with Disabilities

Did not Disclose Demographics

In identifying potential director candidates, the Nominating and Corporate Governance Committee considers recommendations made by current directors and officers. In addition, the Nominating and Corporate Governance Committee may engage a third-party search firm to identify and recommend potential candidates. The Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women and minority candidates in the pool from which the committee selects new director candidates. Finally, the Nominating and Corporate Governance Committee will consider candidates recommended by stockholders.

Any stockholder wishing to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee must provide written notice not later than November 11, 2026, to the Corporate Secretary at our principal executive offices located at 400 West Cesar Chavez, Austin, Texas 78701. Any such notice should clearly indicate that it is a recommendation of a director candidate by a stockholder and must set forth (i) the name, age, business address and residence address of the recommended candidate, (ii) the principal occupation or employment of such recommended candidate, (iii) the class and number of shares of the corporation, if any, which are beneficially owned by such recommended candidate, (iv) a description of all understandings or arrangements between the stockholder and the recommended candidate and any other person or persons pursuant to which the recommendations are to be made by the stockholder and (v) any other information relating to such recommended candidate that is required to be disclosed in solicitations of proxies for the election of directors.

In addition, such notice must contain (i) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting, (ii) the name and address, as they appear on the corporation’s books, of the stockholder proposing such nomination, (iii) the class and number of shares of the corporation that are beneficially owned by such stockholder, (iv) any material interest of the stockholder in such recommendation and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the

PROPOSAL ONE: ELECTION OF DIRECTORS

Securities Exchange Act of 1934, as amended, in such stockholder’s capacity as proponent of a stockholder proposal. Assuming that a stockholder recommendation contains the information required above, the Nominating and Corporate Governance Committee will evaluate a candidate recommended by a stockholder by following substantially the same process, and applying substantially the same criteria, as for candidates identified through other sources.

Attendance at Annual Meetings

The Board of Directors encourages all directors to attend our annual meetings of stockholders, if practicable and make themselves available to address stockholder questions. All of the directors in office at the time of the 2025 annual meeting of stockholders attended such meeting.

Stockholder Communications with the Board of Directors

The Board of Directors maintains a process for stockholders to communicate with the Board of Directors or with individual directors. Stockholders who wish to communicate with the Board of Directors or with individual directors should direct written correspondence to our Corporate Secretary at our principal executive offices located at 400 West Cesar Chavez, Austin, Texas 78701. Any such communication must contain (i) a representation that the stockholder is a holder of record of stock of the corporation, (ii) the name and address, as they appear on the corporation’s books, of the stockholder sending such communication and (iii) the class and number of shares of the corporation that are beneficially owned by such stockholder. The Corporate Secretary will forward such communications to the Board of Directors or the specified individual director to whom the communication is directed unless such communication is deemed unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or to take appropriate legal action regarding such communication.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors, employees and consultants. Our Code of Business Conduct and Ethics is located on our website under the “Investor Relations” page. Our website address is http://www.silabs.com.

Risk Management

Our Board of Directors oversees our management, which is responsible for the day-to-day issues of risk management. The Board has empowered its committees with oversight responsibility for risks specific to each committee’s area of focus as set forth in its charter. Although each committee is responsible for evaluating and overseeing the management of certain risks, the entire Board is regularly informed of such risks through committee reports, presented regularly at Board meetings, and through regular communication with management. Such oversight is facilitated in large part by the Audit Committee, which receives reports from management, the internal audit team, the Chief Information Officer, the Chief Information Security Officer and the Company’s independent registered public accounting firm. In addition, members of management (including the Chief Executive Officer, Chief Financial Officer and Chief Legal Officer) may also report directly to the Board of Directors on significant risk management issues. Specifically, the following committees have risk oversight responsibility for the following matters:

•

The Audit Committee oversees the Company’s enterprise-wide financial risks and reviews cybersecurity risks

•

The Compensation Committee is responsible for the Company’s executive compensation programs and oversees and evaluates risks in connection with such programs

PROPOSAL ONE: ELECTION OF DIRECTORS

•

The Nominating and Corporate Governance Committee oversees the Company’s overall sustainability profile and strategy, as well as governance practices

•

The Corporate Development and Finance Committee oversees strategic transactions, including those that may impact our capital position, as well as our investment and hedging policies

Director Compensation and Indemnification Arrangements

Our 2009 Stock Incentive Plan, as approved by our stockholders, limits the maximum grant date fair value of awards payable in our common stock and cash compensation for all services as an independent director that may be provided to each of our independent directors to $750,000 in each calendar year. On the date of the 2025 annual meeting of stockholders, the Board of Directors granted each non-employee director a Restricted Stock Unit (“RSU”) award under the 2009 Stock Incentive Plan covering a number of shares of the Company’s common stock equal to $200,000 (or $255,000 for the Chairperson of the Board) divided by the average closing price of the Company’s common stock during the 30 trading days ending on the second trading day preceding the grant date. Accordingly, as Chairman of the Board, Mr. Sooch received a grant of 2,349 RSUs and Messrs. Bock, Lowe, Sadana and Mses. Luther, Richardson and Wyatt each received a grant of 1,843 RSUs on the date of the 2025 annual meeting of stockholders. The RSU awards vest on the earlier of the first anniversary of the date of grant and the date that is one day prior to the annual meeting of stockholders in the year following the date of grant. Each of our non-employee directors will receive RSU awards at our 2026 Annual Meeting using the same grant criteria and with the same vesting schedule as the 2025 annual meeting awards.

During 2025, our non-employee director compensation program consisted of the following cash compensation: (i) $55,000 per person per year, (ii) an additional $25,000 per year for the Chairman of the Audit Committee, (iii) an additional $9,000 per year for each Audit Committee member (excluding the Chairman), (iv) an additional $25,000 per year for the Chairman of the Compensation Committee, (v) an additional $9,000 per year for each Compensation Committee member (excluding the Chairman), (vi) an additional $10,000 per year for the Chairman of the Nominating and Corporate Governance Committee, (vii) an additional $5,000 per year for each Nominating and Corporate Governance Committee member (excluding the Chairman), (viii) an additional $20,000 per year for the Lead Director (ix) an additional $10,000 per year for the Chairman of the Corporate Development and Finance Committee, (x) an additional $5,000 per year for each Finance Committee member (excluding the Chairman) and (xi) an additional $20,000 per year for the Chairman of the Board. Payments under the cash compensation plan are generally paid in equal quarterly installments on the last day of each fiscal quarter and are pro-rated if the individual serves less than the full year in a position.

In addition to the above compensation, we also reimburse non-employee directors for all reasonable out-of-pocket expenses incurred for attending board and committee meetings.

Stock Ownership Guidelines for Non-Employee Directors

We have stock ownership guidelines for our Directors requiring them to hold Silicon Labs equity with a value equal to four times their annual cash retainer following a phase in period.

PROPOSAL ONE: ELECTION OF DIRECTORS

The following table provides summary information on compensation earned by each non-employee member of our Board of Directors in fiscal 2025.

Director Compensation Table for Fiscal 2025


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)

William G. Bock	89,000	191,451	280,451

Gregg Lowe	74,000	191,451	265,451

Sherri Luther	69,000	191,451	260,451

Nina Richardson	69,000	191,451	260,451

Sumit Sadana	80,000	191,451	271,451

Navdeep S. Sooch	85,000	244,014	329,014

Christy Wyatt	85,000	191,451	276,451

(1)

Represents RSU awards. Amounts shown do not reflect compensation actually received by the director but represent the grant date fair value as determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“ASC Topic 718”). The assumptions underlying the calculation are discussed under Note 14, Stock-Based Compensation, of the Company’s Form 10-K for the fiscal year ended January 03, 2026.

RECOMMENDATION OF THE BOARD OF DIRECTORS

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES FOR CLASS I DIRECTORS AS LISTED ABOVE.

PROPOSAL TWO: RATIFICATION of APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed the firm of Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending January 2, 2027. Deloitte has served as our independent registered public accounting firm since being appointed on March 3, 2025. A representative of Deloitte is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

Changes in Certifying Accountant On March 3, 2025, our Audit Committee dismissed Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm. The reports of Ernst & Young on the consolidated financial statements of the Company and its subsidiaries as of and for the fiscal years ended December 28, 2024 and December 30, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s fiscal years ended December 28, 2024 and December 30, 2023, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to Ernst & Young’s satisfaction, would have caused Ernst & Young to make reference thereto in their reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that Ernst & Young’s report for the year ended December 30, 2023 indicated that the Company did not maintain effective internal control over financial reporting as of the year then ended because of the effect of a material weakness related to the Company’s inventory accounting.

We previously provided Ernst & Young with a copy of the above disclosures as included in our Form 8-K filed with the SEC on March 6, 2025 and requested Ernst & Young to furnish us with a letter addressed to the SEC stating whether Ernst & Young agreed with the statements made by us in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. A copy of Ernst & Young’s letter, dated March 6, 2025, is attached as Exhibit 16.1 to that Form 8-K.

On March 3, 2025, our Audit Committee approved the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2026. During the Company’s fiscal years ended December 28, 2024 and December 30, 2023, neither the Company nor anyone acting on its behalf consulted with Deloitte regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Fees of Independent Registered Accounting Firms for 2025 and 2024

The following table presents fees for professional services rendered by Deloitte for 2025 and Ernst & Young for 2024:


	2025 ($)		2024 ($)

Audit fees		1,616,400		2,195,400

Audit-related fees		8,200		26,500

Tax fees		6,200		125,200

All other fees		2,100		3,800

Total		1,632,900		2,350,900

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Fees. Audit fees relate to services rendered in connection with the audits of the annual consolidated financial statements and internal control over financial reporting included in our Form 10-K, the quarterly reviews of financial statements included in our Form 10-Q filings, fees associated with SEC registration statements, assistance in responding to SEC comment letters, accounting consultations related to audit services and statutory audits required internationally.

Audit-Related Fees. Audit-related fees include services for assurance and other related services, such as consultations concerning financial accounting and reporting matters and due diligence related to mergers and acquisitions.

Tax Fees. Tax fees include services for tax compliance, research and technical tax advice.

All Other Fees. All other fees include the aggregate fees for products and services provided by Deloitte and Ernst & Young that are not reported under “Audit Fees,” “Audit-Related Fees” or “Tax Fees.”

The Audit Committee is authorized by its charter to pre-approve all audit and permitted non-audit services to be performed by our independent registered public accounting firm. The Audit Committee reviews and approves the independent registered public accounting firm’s retention to perform attest services, including the associated fees. The Audit Committee also evaluates other known potential engagements of the independent registered public accounting firm, including the scope of the proposed work and the proposed fees, and approves or rejects each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent registered public accounting firm’s independence from management. At subsequent meetings, the Committee will receive updates on the services actually provided by the independent registered public accounting firm, and management may present additional services for approval. The Committee has delegated to the Chairman of the Audit Committee the authority to evaluate and approve engagements on behalf of the Committee in the event that a need arises for pre-approval between Committee meetings. If the Chairman so approves any such engagements, he or she will report that approval to the full Audit Committee at its next meeting. During fiscal 2025, all such services were pre-approved in accordance with the procedures described above.

Our Audit Committee reviewed the fees described above and believes that such fees were compatible with maintaining the independence of Deloitte and Ernst & Young.

Stockholder ratification of the appointment of Deloitte as our independent registered public accounting firm is not required by our bylaws or other applicable legal requirement. However, the appointment of Deloitte is being submitted to the stockholders for ratification. If the stockholders fail to ratify the appointment, it will be considered a recommendation to the Audit Committee to reconsider its retention of the firm. Even if the appointment is ratified, the Audit Committee at its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be appropriate.

RECOMMENDATION OF THE BOARD OF DIRECTORS

UPON THE RECOMMENDATION OF OUR AUDIT COMMITTEE, OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 2, 2027.

PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION

Proposal Three: Advisory Vote on Executive Compensation

Pursuant to Section 14A of the Exchange Act, stockholders are entitled to an advisory (non-binding) vote on compensation programs for our named executive officers (sometimes referred to as “say on pay”). Our Board of Directors has determined that it will include this “say on pay” vote in the Company’s proxy materials annually, pending consideration of future advisory stockholder votes on the frequency of this say-on-pay vote.

Although the vote is non-binding, our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the compensation of the Named Executive Officers as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract, motivate, and retain the Named Executive Officers, who are critical to our success. Under this program, the Named Executive Officers are rewarded for the achievement of strategic and operational objectives and the realization of increased stockholder value. Please read the Compensation Discussion and Analysis and the accompanying compensation tables beginning on page 36 of this Proxy Statement for additional information about our executive compensation program, including information about the compensation of the Named Executive Officers in fiscal 2025.

The Compensation Committee regularly reviews our executive compensation program to ensure that it achieves the desired goal of aligning our executive compensation structure with the interests of our stockholders and current market practices.

We are asking our stockholders to indicate their support for the compensation of the Named Executive Officers as described in this Proxy Statement. This proposal gives our stockholders the opportunity to express their views on the compensation of the Named Executive Officers. Please note that this vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement.

Our Board of Directors strongly endorses the Company’s executive compensation program and recommends that stockholders vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers as disclosed in this Proxy Statement is hereby approved.”

RECOMMENDATION OF THE BOARD OF DIRECTORS

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR APPROVAL OF THE ABOVE RESOLUTION.

PROPOSAL FOUR: PROPOSAL TO APPROVE AMENDMENTS TO THE 2009 STOCK INCENTIVE PLAN

Proposal Four: Amendment to the 2009 Stock Incentive Plan

Our stockholders are being requested to approve the amendment and restatement of the 2009 Stock Incentive Plan (the “2009 Plan”) to (a) authorize 1,400,000 additional shares of common stock for issuance under the 2009 Plan and (b) extend the term of the 2009 Plan during which any awards may be granted until the tenth anniversary of the date of the 2026 Annual Meeting. If the amendment and restatement is not approved by stockholders at the 2026 Annual Meeting, no new shares will be added and awards will continue to be granted under the 2009 Stock Incentive Plan as approved by stockholders at the 2021 Annual Meeting.

This Proposal Four amendment and restatement of our 2009 Plan is to address our on-going share needs as a standalone company without consideration of the Agreement and Plan of Merger announced on February 4, 2026. Our Board of Directors (“Board”) believes the continued ability to grant equity awards is an essential tool for the Company to attract and retain the high-caliber employees, officers and directors critical to the Company’s success. In order to have an appropriate supply of shares available for equity awards under the 2009 Plan to recruit, hire, and retain the talent necessary to achieve strong performance in the future, our Board believes the Company will need to reserve under the 2009 Plan the additional shares for which stockholder approval is being sought.

Material Changes to the 2009 Plan

The following summary highlights the proposed material changes to the 2009 Plan.

The cumulative number of shares reserved for issuance pursuant to awards has been increased by 1,400,000 shares to 14,770,000 shares.

The term of the 2009 Plan has been extended to ten years from the date of the 2026 Annual Meeting during which new awards may be granted under the 2009 Plan.

Key Terms of the Plan at a Glance

The following is a summary of the key provisions of the 2009 Plan, as set forth and stated herein.


Plan Term:		The 2009 Plan, as amended, will become effective on the date the stockholders approve the amendment and will continue in effect until terminated by the Board, but no new awards may be granted after the 10th anniversary of stockholder approval of the amendment.

Eligible Participants:		Employees, non-employee directors, and consultants of the Company and its subsidiaries and affiliates generally are eligible to receive each type of award offered under the 2009 Plan. Only employees of the Company or a subsidiary are eligible to receive “incentive stock options,” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) (ISOs), under the 2009 Plan.

Shares Available for Awards:		An aggregate of 14,770,000 shares of common stock will have been made available under the 2009 Plan from its original adoption in 2009, subject to adjustment in the event of certain changes in the capitalization of the Company. Each share subject to an award (whether an option or full value award) granted after the amendment and restatement of the 2009 Plan on April 20, 2017, reduces the number of shares remaining available for grant by one share.

Award Types:		• Options • Restricted stock

PROPOSAL FOUR: PROPOSAL TO APPROVE AMENDMENTS TO THE 2009 STOCK INCENTIVE PLAN


		• Restricted stock units • Stock appreciation rights • Performance-based awards • Other share-based awards

Award Terms (Exercisability Period):		Options and Stock Appreciation Rights (SARs) have a term of no longer than 10 years. ISOs granted to 10% owners will have a term of no longer than five years. All other awards have the terms set forth in the applicable award agreement and in the 2009 Plan.

ISO Limits:		No more than the maximum number of shares reserved for issuance may be issued upon the exercise of incentive stock options granted under the 2009 Plan.

Plan Term:		The 2009 Plan limits awards granted to an individual participant in any calendar year to: 1. No more than 1,000,000 shares subject to any award; 2. No more than $30,000,000 payable in cash with respect to any award.

Non-Employee Director Award Limit:		The sum of the grant date fair value of all awards payable in our common stock and the maximum amount that may become payable pursuant to all cash-based awards that may be granted under the 2009 Plan to an independent director, together with other cash compensation for services as a director, during any calendar year will not exceed $750,000.

Vesting:		The 2009 Plan mandates a minimum one-year vesting period for all awards, except for (1) 5% of the number of shares authorized under the 2009 Plan, (2) substitute awards, (3) awards that can be settled only in cash, (4) awards granted to independent directors that vest in connection with the next annual meeting held at least 50 weeks following the grant, (5) immediately vested awards granted in lieu of cash compensation, (6) awards adjusted for a Company capital structure change and (7) awards whose vesting is accelerated in connection with a change in control of the Company or in the event of the participant’s death or disability.

Performance-based Awards:		Performance-based awards granted under the 2009 Plan require achievement during a performance period performance goals based on company or individual performance criteria selected by the Committee.

Change in Control:		The 2009 Plan does not contain a “liberal” definition of “change in control” and therefore a merger or other change in control must actually be consummated.

Not Permitted:		1. Repricing or reducing the exercise price of a share option or SAR below the per share exercise price as of the date of grant without stockholder approval. 2. Canceling, surrendering, substituting or repurchasing any outstanding option or SAR in exchange for the grant of a new award with a lower exercise price or for a cash payment without stockholder approval. 3. Adding shares back to the number of shares available for issuance when (i) shares covered by an award are tendered or withheld in payment of the purchase price or tax withholding for the exercise or settlement of an award, (ii) shares are not issued or delivered as a result of net settlement of an outstanding award, and (iii) shares are repurchased on the open market with the proceeds of the exercise of an option.

Dividends/Dividend Equivalents:		The 2009 Plan prohibits payment of dividends or dividend equivalents on any award that is not vested or that does not become vested in accordance with its terms.

PROPOSAL FOUR: PROPOSAL TO APPROVE AMENDMENTS TO THE 2009 STOCK INCENTIVE PLAN

Request for Additional Shares, Dilution and Overhang

The 2009 Plan is the Company’s only active employee equity plan (other than its Employee Stock Purchase Plan), and as of February 15, 2026, we had approximately 738,906 shares remaining for issuance under the 2009 Plan. As of February 15, 2026, there were 1,527,806 full value awards (i.e., awards other than options or stock appreciation rights) that were unvested and outstanding, including zero earned and 310,738 unearned shares subject to performance-based awards at target number of shares. There were no options or stock appreciation rights outstanding.

In determining the 1,400,000 new shares of common stock to be added the 2009 Plan, management analyzed various factors, including potential dilution, industry plan cost standards, historical grant practices and anticipated equity compensation needs, as well as information and guidelines from proxy advisory firms.

The potential dilution to current stockholders (or overhang) that could result from the future issuance of shares available under the 2009 Plan, in addition to shares subject to awards outstanding under the 2009 Plan, would be approximately 10.01%. This percentage is calculated on a fully-diluted basis, by dividing 3,666,712, which is the sum of the 1,527,806 shares underlying outstanding equity awards and the 2,138,906 shares that would be available for future awards under the 2009 Plan if the 1,400,000 new shares requested by this proposal is approved by stockholders (together, the numerator), by 36,635,128 which is the sum of 32,968,416 shares of Company common stock outstanding as of February 15, 2026 and the number of shares in the numerator.

In reviewing our historical grant practices (including application of our prior share counting rules), we determined that we have issued approximately 12.5 million shares, net of cancellations, under the 2009 Plan between its inception and January 3, 2026, including almost 1.7 million shares in the last three fiscal years. Excluding the effect of our share counting rules under the 2009 Plan prior to April 20, 2017 (whereby every share subject to full value award was counted as 1.55 shares), we have issued approximately 10.4 million shares and 1.7 million shares, respectively, during the aforementioned periods.

Based on these factors, the new shares requested for the 2009 Plan together with shares still available under the 2009 Plan are expected to meet the Company’s equity grant needs for approximately 3.6 years. The shares reserved may, however, last for more or less than 3.6 years depending on currently unknown factors, such as the number of grant recipients, future grant practices, and the Company’s share price.

Summary of the 2009 Plan

The following summary of certain material features of the 2009 Plan is qualified in its entirety by reference to the 2009 Plan, which is attached to this proxy statement as Appendix II.

Purpose of 2009 Plan

The purposes of the 2009 Plan are to attract and retain the best available personnel, to provide additional incentives to our employees, non-employee directors and consultants, and to promote the success of our business by linking the personal interests of the employees, non-employee directors and consultants to those of our stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to our stockholders.

Shares Reserved for Issuance under 2009 Plan

As proposed, the total number of shares of our common stock that will have been cumulatively authorized and made available for issuance pursuant to awards granted under the 2009 Plan since its inception if the amendment and restatement is approved by our stockholders, is 14,770,000 shares, subject to adjustment in the event of specified capitalization events of the Company.

PROPOSAL FOUR: PROPOSAL TO APPROVE AMENDMENTS TO THE 2009 STOCK INCENTIVE PLAN

Effective as of the amendment and restatement of the 2009 Plan on April 20, 2017, all awards (whether options or full value awards) granted will reduce the remaining share pool by one share for every share subject to the award. Similarly, to the extent that an award granted under the 2009 Plan terminates, expires, lapses for any reason, or is settled in cash, each share subject to the award will again become available for the grant of an award for one share pursuant to the 2009 Plan. The Company’s practice prior to April 20, 2017 of counting 1.55 shares for each one share subject to a full value award granted from the pool of shares that remained available for grant at the time of the 2014 amendment and restatement of the 2009 Plan was discontinued after April 20, 2017.

The following shares will be deducted from the gross number of shares available for future awards: (i) shares tendered by a participant or withheld by the Company to satisfy the grant or exercise price or tax withholding obligation under an award and (ii) shares not issued or delivered as a result of the net settlement of an award. Shares repurchased by the Company on the open market with the proceeds of the exercise price from options will not be added to the number of shares available for future awards.

To the extent permitted by applicable law and/or applicable stock exchange rule, shares issued pursuant to substitute awards or from share pools assumed by the Company in connection with an acquisition will not be counted against shares available for grant under the 2009 Plan.

Award Limits

The maximum number of shares with respect to one or more awards that may be granted to any one participant during any calendar year under the 2009 Plan is 1,000,000 shares, subject to adjustment in the event of specified capitalization events of our Company, and the maximum amount that may be paid in cash during any calendar year with respect to any award is $30,000,000.

Awards

Under the 2009 Plan, the following awards may be granted: stock options (including “incentive stock options” within the meaning of Section 422 of the Code), stock appreciation rights, and awards of performance shares, performance stock units, restricted stock, restricted stock units, performance-based awards, and other awards (collectively, all such grants are referred to as “awards”).

Eligibility

Incentive stock options may be granted only to our employees and to employees of any of our subsidiaries. Awards other than incentive stock options may be granted to our non-employee directors and to employees of, and consultants to, the Company and any of its affiliates. As of February 15, 2026, seven non-employee directors, nine consultants and approximately 1,903 employees would be eligible to participate in the 2009 Plan.

Non-Employee Director Award Limit

The sum of the grant date fair value (determined as of the grant date in accordance with applicable financial accounting standards) of all awards payable in our common stock and the maximum amount that may become payable pursuant to all cash-based awards that may be granted under the 2009 Plan to an individual as compensation for services as an independent director, together with cash compensation for services as a director paid to the individual, during any calendar year may not exceed $750,000.

Minimum Vesting Requirements

Except with respect to 5% of the number of available shares under the 2009 Plan, the 2009 Plan mandates a minimum one-year vesting period for all future awards, other than substitute awards, awards that may be settled only in cash, awards granted to independent directors that vest in connection with the next annual meeting held at

PROPOSAL FOUR: PROPOSAL TO APPROVE AMENDMENTS TO THE 2009 STOCK INCENTIVE PLAN

least 50 weeks following the grant, immediately vested awards granted in lieu of cash compensation, awards adjusted for a Company capital structure change and awards whose vesting is accelerated in connection with a change in control of the Company or in the event of the participant’s death or disability.

Administration

The 2009 Plan provides that it will be administered by our Board, unless the Board elects to delegate administration responsibilities to a committee. (In this Proxy Statement, we will refer to the Board or the committee to which administration of the 2009 Plan has been delegated as the “Committee”). Unless otherwise determined by our Board, the 2009 Plan requires that any committee to which administration responsibilities are delegated must consist solely of two or more members of our Board each of whom is a “non-employee director” satisfying the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and an “independent director” under the NASDAQ rules (or other principal securities market on which our common stock is traded). The Committee has the sole authority to grant awards and sole and exclusive discretion to interpret and administer the 2009 Plan. The Committee determines the eligible individuals who will receive grants and the precise terms of the grants (including accelerations or waivers of any restrictions, and the conditions under which such accelerated vesting or waivers occur, such as in connection with a participant’s death). The decisions of the Committee will be final and binding on all holders of awards. To the extent permitted by applicable law, our Board also may delegate to a committee of one or more members of our Board or one or more officers of our company the authority to grant or amend awards to participants other than employees who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, or officers or directors of our company to whom authority to grant or amend awards has been delegated.

Stock Options

The 2009 Plan authorizes the grant of incentive stock options, which are intended to satisfy the requirements of Section 422 of the Code, and non-qualified stock options, which do not satisfy the requirements of Section 422 of the Code. The exercise price of stock options granted under the 2009 Plan may not be less than 100% (or higher in the case of certain incentive stock options) of the fair market value of a share of our common stock on the date of grant. While the shares are traded on an established stock exchange, “fair market value” means, as of any given date, the closing price of a share as quoted on the principal exchange on which the shares are listed for such date, or if no sale occurred on such date, the first trading date immediately prior to such date during which a sale occurred. As of February 15, 2026, the fair market value of a share of our common stock was $207.27. However, for purposes other than for determining the exercise or grant price of an award, the Committee has the authority to use a different definition of fair market value. The Committee may not, absent the approval of the stockholders, reduce the exercise price of any outstanding options. Options granted under the 2009 Plan will vest at the rate specified by the Committee, subject to compliance with the minimum vesting requirements described above. No stock option will be exercisable more than 10 years after the date it is granted. Generally, upon termination of employment (other than by reason of death or disability), a participant will have a period of three months in which to exercise any incentive stock options that were vested as of the date of employment termination and any unvested options will be forfeited. Upon a termination of a participant’s employment due to death or disability, incentive stock options will generally expire one year after the date employment terminates.

The Committee determines the methods by which the exercise price of options is paid, including the following: in cash, in shares, or in other property that is acceptable to the Committee. An option may also be exercised through a broker-dealer sale and remittance procedure pursuant to which the participant effects a same-day exercise of the option and sale of the purchased shares in order to cover the exercise price for the purchased shares and the applicable withholding taxes. In addition, the Committee may provide financial assistance to a participant who wishes to exercise his or her outstanding options, provided that the participant is not an executive officer or member of the Board, by allowing the participant to deliver an interest-bearing promissory note in the amount of the exercise price and any associated withholding taxes. The Committee may also provide that an option may be exercised by a “net exercise” arrangement, under which the number of shares issuable upon exercise will be

PROPOSAL FOUR: PROPOSAL TO APPROVE AMENDMENTS TO THE 2009 STOCK INCENTIVE PLAN

reduced by the largest whole number of shares having an aggregate fair market value that does not exceed the aggregate exercise price (plus tax withholding, if applicable).

Restricted Stock Awards

An award of restricted stock is a direct grant or sale of common stock, subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote the underlying shares). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the award or thereafter, subject to compliance with the minimum vesting requirements described above. Generally, any shares subject to restrictions are forfeited upon termination of employment, though such restrictions may be waived in whole or part by the Committee. The price, if any, that participants will pay for each share of restricted stock will be set by the Committee and will be paid in a form approved by the Committee, which may be cash, services rendered or to be rendered to our company or an affiliate of our company, or in another form of payment. No dividends will be paid on any restricted stock that has not vested, provided that the Committee may authorize the accrual of dividend equivalents on restricted stock payable upon vesting of the underlying shares.

Stock Appreciation Rights

Stock appreciation rights or “SARs,” typically provide for payments to the holder based upon increases in the price of our shares from the date the SAR was granted to the date that the right is exercised. The Committee may elect to settle exercised SARs in cash, in shares, or in a combination of cash and shares. The grant price of a SAR may not be less than the fair market value of a share on the date of grant of the SAR. No SAR will be exercisable more than 10 years after the date it is granted. Upon termination of a participant’s employment (other than by reason of death or retirement), a SAR will generally be subject to the same conditions as apply to stock options.

Other Awards

Performance Share Awards. Performance share awards are awards of shares that may be linked to any one or more of the performance criteria determined appropriate by the Committee, and that may be measured on a specified date or dates or over any period or periods (of not less than 12 months) determined by the Committee. The performance criteria may be objective or subjective. Objective performance criteria may include, for example, earnings or net earnings (either before or after interest, taxes, depreciation and amortization); economic value-added; sales or revenue; income; net income (either before or after taxes); operating earnings; cash flow (including, but not limited to, operating cash flow and free cash flow); cash flow return on capital; return on assets or net assets; return on stockholders’ equity; return on capital; stockholder returns; return on sales; gross or net profit margin; productivity; expense; margins; operating efficiency; customer satisfaction; working capital; earnings per share; price per share; market share; new products; customer penetration; technology and risk management. Any subjective performance criteria will be established by the Committee when it grants the performance share award. If and when the performance shares vest (or such later date determined by the Committee and as set forth in the agreement evidencing the award), the participant will be issued one unrestricted, fully transferable share (or its value in cash) for each performance share that vests on such date and not previously forfeited.

Performance Stock Unit. Performance stock unit awards are awards denominated in unit equivalents of shares and/or units of value, including a dollar value, of shares that may be linked to any one or more of the performance criteria (as described under “Performance Share Awards”) determined appropriate by the Committee, and that may be measured on a specified date or dates or over any period or periods determined by the Committee. On the vesting date (or such later date determined by the Committee and set forth in the agreement evidencing the award), the participant will be issued one unrestricted, fully transferable share for each performance stock unit scheduled to be paid out on such date and not previously forfeited. Alternatively, settlement of a performance stock unit may be made in cash (in an amount reflecting the fair market value of the shares that would have been

PROPOSAL FOUR: PROPOSAL TO APPROVE AMENDMENTS TO THE 2009 STOCK INCENTIVE PLAN

issued) or any combination of cash and shares, as determined by the Committee, in its sole discretion. Recipients of performance stock units have no voting rights unless and until shares are issued following the satisfaction of vesting conditions. The Committee may authorize dividend equivalents to be accrued on outstanding performance stock units. Dividend equivalents are rights to accrue the equivalent value, in cash or shares, or a combination of both cash and shares, of dividends paid on shares that are subject to an award. If dividend equivalents are authorized to be accrued, they may be paid in either cash or shares or a combination of both cash and shares by such formula and at such time and subject to such limitations as determined by the Committee, provided that no dividend equivalents will be paid on any performance stock unit that is not vested or that does not become vested in accordance with its terms.

Restricted Stock Unit. Restricted stock units are denominated in unit equivalents of shares and are typically awarded to participants without payment of consideration. They are subject to vesting conditions based upon a schedule or performance criteria established by the Committee, subject to compliance with the minimum vesting requirements described above. Unlike restricted stock, the stock underlying restricted stock units will not be issued until the restricted stock units have vested. In addition, recipients of restricted stock units have no voting rights until the vesting conditions are satisfied and shares are issued. Restricted stock units may be settled in shares, cash or a combination of both. On the vesting date (or such later date as determined by the Committee and set forth in the agreement evidencing the award), the participant will be issued one unrestricted, fully transferable share for each restricted stock unit scheduled to be paid out on such date and not previously forfeited. Alternatively, settlement of a restricted stock unit may be made in cash (in an amount reflecting the fair market value of shares that would have been issued) or any combination of cash and shares, as determined by the Committee, in its sole discretion. The Committee may authorize dividend equivalents to be accrued on outstanding restricted stock units. If dividend equivalents are authorized to be accrued, they may be paid in either cash or shares or a combination of both cash and shares by such formula and at such time and subject to such limitations as determined by the Committee, provided that no dividend equivalents will be paid on any restricted stock unit that is not vested or that does not become vested in accordance with its terms.

Other Awards. The Committee is authorized under the 2009 Plan to make any other award that is not inconsistent with the provisions of the 2009 Plan and that by its terms involves or might involve the issuance of shares, or of a right vesting based on the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or the issuance of any other security with the value derived from the value of the shares.

Termination of Employment. An award of performance shares, performance stock units, restricted stock units or any other award may generally only be exercisable or payable while the participant is an employee, consultant or director, as applicable. However, the Committee may also provide that these awards may be exercised or paid subsequent to a termination of employment or service, as applicable, or following a change in control of our company, or because of the participant’s retirement, death or disability.

Transferability of Awards

Except as otherwise provided by the Committee, no award may be assigned, transferred, or otherwise disposed of by a participant other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved from time to time by the Committee. The Committee by express provision in the award agreement may permit an award (other than an incentive stock option) to be transferred to certain persons or entities related to the participant, including, but not limited to, members of the participant’s family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the participant’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee may establish.

PROPOSAL FOUR: PROPOSAL TO APPROVE AMENDMENTS TO THE 2009 STOCK INCENTIVE PLAN

Changes in Control

The 2009 Plan contains a change in control provision, which may result in the accelerated vesting of outstanding awards. Except as may otherwise be provided in an agreement evidencing an award, in the event of a change in control of our Company, each award outstanding under the 2009 Plan will immediately vest only if the award is not converted, assumed or replaced by the successor corporation. In the case of performance-based awards, the extent of any such vesting acceleration in connection with a change in control may not exceed the greater of the amount that would be earned based on actual performance during the applicable performance period to the date of the change in control or based on the applicable target number or value that would be earned if 100% of the target level of performance had been attained for the entire performance period without regard to the change in control.

The Committee may also provide at any time that an award will automatically accelerate in connection with a change in control, regardless of whether it is assumed or not. In addition, where awards are assumed in connection with a change in control, the Committee may provide that they will automatically be accelerated upon an “involuntary termination” of the participant’s employment within a designated period not to exceed 18 months following the change in control.

A change in control is generally defined as:

•

the direct or indirect acquisition of more than 50% of the voting stock of our company;

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if, during any period of two consecutive years, individuals who, at the beginning of such period, constitute our Board together with any new directors whose election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of such body;

•

the consummation of (i) a merger, consolidation, reorganization or business combination in which our company is a party, (ii) a sale or other disposition of all or substantially all of our assets, or (iii) the acquisition of assets or stock of another entity (other than a transaction which results in our outstanding voting securities immediately before the transaction continuing to represent a majority of the voting power of the acquiring company’s outstanding voting securities and after which no person owns 50% or more of the voting stock of the successor entity); or

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a liquidation or dissolution of our company.

A transaction will not constitute a change in control if its purpose it to change the place of incorporation or form of organization of the ultimate parent entity where the persons that beneficially own the combined voting power of the Company immediately prior to the transaction beneficially own the combined voting power of the Company or the ultimate parent entity in the same proportions of their ownership after the transaction.

Adjustments Upon Changes in Capitalization

In the event of any exchange of shares, merger, consolidation, or other distribution (other than normal cash dividends) of assets to our stockholders or any other change in capitalization affecting our shares other than certain equity restructurings identified in the 2009 Plan, the Committee will make adjustments it determines appropriate in the number and type of shares subject to the 2009 Plan, the terms and conditions of any award outstanding under the 2009 Plan, and the grant or exercise price of any such award. In the case of certain equity restructurings as specified in the 2009 Plan, such as a stock dividend, stock split or spin-off, the number and type of securities subject to each outstanding award and the grant or exercise price will be adjusted without any discretion on the part of the Committee, but the Committee may, in its discretion, make other adjustments to the terms and conditions of any award to reflect the equity restructuring.

PROPOSAL FOUR: PROPOSAL TO APPROVE AMENDMENTS TO THE 2009 STOCK INCENTIVE PLAN

Amendment and Termination of Plan

With the approval of our Board, at any time and from time to time, the Committee may terminate, amend or modify the 2009 Plan, except that the Committee may not, without prior stockholder approval, amend the 2009 Plan in any manner that would require stockholder approval to comply with any applicable laws, rules or regulations, including increasing the number of shares available under the 2009 Plan (other than any adjustment provided by the 2009 Plan), or permitting the Committee to extend the exercise period for an option beyond 10 years from the date of grant. Except as may be required in the event the Committee determines an award may be subject to Section 409A of the Code or as may be required or desirable to comply with applicable law, no termination, amendment or modification of the 2009 Plan may adversely affect in any material way any award granted under the 2009 Plan without the consent of the participant.

Furthermore, absent approval of our stockholders, no option or SAR may be amended to reduce the exercise price or grant price of the shares subject to such option or SAR and (except as permitted under Article 11 of the 2009 Plan dealing with certain capitalization adjustments and change in control), no option or SAR may be cancelled in exchange for cash or granted in connection with the cancellation, surrender, substitution or repurchasing of an option or SAR having a higher per share exercise price.

Clawback/Recovery

Awards are subject to recoupment under any “clawback” policy that the Company is required to adopt under stock exchange rules or as otherwise required by the Dodd-Frank Act or other applicable law. The Company may also impose other recoupment provisions as the Committee may determine are necessary or appropriate in view of applicable laws, governance requirements or best practices.

Plan Term

The 2009 Plan will continue in effect until terminated by our Board, but no awards may be granted under the 2009 Plan after the 10th anniversary of the effective date of the amendment and restatement of the 2009 Plan upon approval by our stockholders at the Annual Meeting. Any awards that are outstanding at the time the 2009 Plan terminates will remain in force according to the terms of the 2009 Plan and the applicable agreement evidencing the award.

Federal Income Tax Consequences

The following is a summary of the U.S. federal income tax consequences of transactions under the 2009 Plan based on current federal income tax laws. The 2009 Plan is not qualified under Section 401(a) of the Code. The summary is general in nature and is not intended to cover all tax consequences that may apply to a particular employee, director or to our company. The provisions of the Code and regulations thereunder relating to these matters are complicated, may change and their impact in any one case may depend upon the particular circumstances. Further, this summary does not discuss the tax consequences of a participant’s death or the provisions of any income tax laws of any municipality, state or foreign country in which a participant may reside.

Nonqualified Stock Options. With respect to nonqualified stock options: (i) no income is recognized by the participant at the time the nonqualified stock option is granted; (ii) generally, at exercise, ordinary income is recognized by the participant in an amount equal to the difference between the option exercise price paid for the shares and the fair market value of the shares on the date of exercise, and we are entitled to a tax deduction in the same amount (subject to the limitation on deductibility described under “Section 162(m) Limitation” below); and (iii) upon disposition of the shares, any gain or loss is treated as capital gain or loss. If the options are exercised and the shares acquired are sold on the same date, generally, the difference between the option exercise price paid for the shares and the sale price is recognized as ordinary income and no capital gain or loss is reported. If required, income tax must be withheld from the participant on the income recognized by the participant upon exercise of a nonqualified stock option.

SEC Form DEF 14A filed by Silicon Laboratories Inc.