Synaptics Inc AGM 2026
Review the key takeaways and the transcript of this earnings call.
Transcript
Preview the first fifteen paragraphs, organized by speaker.
Thank you for standing by, and welcome to the Synaptics Incorporated annual meeting. I will now turn the call over to Rahul Patel.
Will the meeting please come to order? Hello, everyone. I'm Rahul Patel, President and Chief Executive Officer at Synaptics. In accordance with our bylaws, I will act as chair of the meeting. Welcome to our 2026 annual meeting of stockholders. We appreciate your attendance, your interest, and most importantly, your support of Synaptics. We request that if you have questions, please enter and submit them in the space provided on the virtual meeting screen. During the meeting, stockholders should limit questions to the proposals being considered. There will be a general question and answer period following the formal part of the meeting. In addition to myself, we would like to introduce the other directors of Synaptics who are in attendance today. We welcome Nelson Chan, our Board Chair, and Keith Geeslin, Susan Hardman, Patricia Kummrow, Vivie Lee, Venk Nathamuni, and James Whims.
The other Synaptics executive who is in attendance today is Lisa Bodensteiner, our Senior Vice President, Chief Legal Officer, and Secretary, who will serve as Secretary for the meeting. Also attending this meeting is Steve Morgan of KPMG LLP, our independent auditor. Although KPMG has indicated that it does not wish to make a statement, Mr. Morgan is available to respond to appropriate questions during the general question and answer period. In addition, Christina Vico of CT Hagberg and Associates has been appointed and will serve as the independent Inspector of Election for this meeting. We have received our oath of Inspector of Election, which will be filed with minutes of this meeting. I will now ask Lisa Bodensteiner, the company's Chief Legal Officer and Corporate Secretary, to report on mailing of notice for this meeting.
Thanks, Rahul. I have received an affidavit of mailing from Broadridge Financial Solutions, the company's investor communications agent, certifying as to the giving of notice of this meeting and sending to the stockholders of record as of August 28, 2026, the Notice of Internet Availability of Proxy Materials commencing on September 15, 2026. The 2026 annual report, which includes financial statements certified by KPMG, was sent or made available to each stockholder entitled to vote at this meeting.
The Secretary has the list of the holders of record of common stock of the company at the close of business on August 28th, 2026. This list of stockholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past ten days. The Secretary will file a copy of the list of the stockholders with the records of the company. Ms. Bodensteiner, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present?
Mr. Chair, on August 28th, 2026, the record date for this annual meeting, there were outstanding and entitled to vote a total of 39,692,413 shares of common stock. I have been informed by the Inspector of Election that more than 50% of the shares entitled to vote at this annual meeting are represented by proxy at this annual meeting, which constitutes a quorum.
Thank you, Ms. Bodensteiner. On the basis of the reports of the Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened.
It is 9:00 A.M. Pacific Time on October 27th, 2026, and the polls for voting on all matters are open. All Synaptics stockholders entitled to vote at this meeting will have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the Inspector of Election will provide her preliminary report.
The next matter to come before the meeting is the approval of the proposals. Ms. Bodensteiner, please review the proposals.
The first proposal to come before the meeting is the election of eight directors, each with a term expiring at the 2027 annual meeting of stockholders. The nominees are Nelson Chan, Keith Geeslin, Susan Hardman, Patricia Kummrow, Vivie Lee, Venkatesh Nathamuni, Rahul Patel, and James Whims. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. The next matter to come before the meeting is the ratification of the appointment of KPMG LLP to serve as the company's independent auditor for the fiscal year ending June 26, 2027. The next matter to come before the meeting is the approval of the amendment and restatement of the company's amended and restated 2019 Equity and Incentive Compensation Plan.
If proposal three is approved by our stockholders, the amended and restated 2019 Equity and Incentive Compensation Plan will become effective today, and the share reserve under the plan will be increased by 1 million shares. Proposal four asks stockholders to approve an advisory resolution approving the fiscal year 2026 compensation of the named executive officers described in our proxy statement as follows: Resolved that the compensation paid to the company's named executive officers, as disclosed in the company's fiscal year 2026 proxy statement, pursuant to the Securities and Exchange Commission's executive compensation disclosure rules, which disclosure includes the compensation discussion and analysis section, the compensation tables, and the narrative discussion that accompanies the compensation tables, is hereby approved.
Are there any questions on proposal one through four? The polls are about to close, so if you have not yet voted, please do so. Since all those desiring to vote have done so, I hereby declare the polls for voting on the matters before this meeting closed at 9:07 A.M. Pacific Standard Time. The Inspector of Election has delivered her preliminary report to the secretary, who is now prepared to announce the preliminary results.
Mr. Chair, based on the Inspector of Election's preliminary report, each of the eight persons nominated for election has received a majority of the votes cast and has been elected as a director of the company to serve a one-year term expiring at the 2027 annual meeting. In addition, each of proposals 2, 3, and 4 has been approved by a majority of the votes cast. Accordingly, the appointment of KPMG LLP as the independent auditor has been ratified. The proposed amendment and restatement of the company's amended and restated 2019 Equity and Incentive Compensation Plan has been approved. The resolution approving, on an advisory basis, the compensation of our named executive officers for fiscal 2026, as such compensation is disclosed in the proxy statement, has been approved.
I direct that the final report of the Inspector of Election be filed with the records of this meeting. We expect to report the final results of the voting on a Form 8-K to be filed with SEC within the next four business days. This concludes the business for the meeting. The meeting is now adjourned. I now invite you to ask any questions you may have regarding the company and its business. Please follow the instructions provided on the website used to access this call to submit questions. Thank you for attending today's meeting. We appreciate your continued support as stockholders.
This concludes today's meeting. You may now disconnect.
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