Cirrus Logic AGM 2026

Good morning. I'm Michael Barrett, Deputy General Counsel and Corporate Secretary of Cirrus Logic, and it's my pleasure to welcome you to our 2026 annual meeting of stockholders. It's approximately 11:00 A.M. Central Time, and in accordance with the notice of the meeting, I call today's meeting to order. The polls are now open for voting. We are conducting today's meeting virtually, which allows our stockholders the opportunity to participate no matter where they're located. With me today is John Forsyth, our CEO and Director, who is the Chair of this meeting. John will provide a brief company update following adjournment.

John? Thank you, Michael. Before we move on to official business, I would like to introduce the company's Directors, other than myself, who are present on the call with us today.

Raghib Hussain, Zhiyong Li, Dave Mosley, Kathie Legge, and David Tupman. Also in attendance are Jeff Woolard, our Chief Financial Officer, Scott Thomas, our Executive Vice President, General Counsel, Chelsea Heffernan, our Vice President of Investor Relations and ESG, Amy Garrett, our Financial Reporting Manager, who is acting as our Inspector of Election, Taylor Sisson of Ernst & Young, the company's independent registered public accounting firm, and Amanda Mackey of DLA Piper, the company's outside corporate counsel. We will follow the posted agenda and rules of conduct during this meeting. If there are any questions submitted today about the proposals up for vote, we'll address them prior to closing the polls.

As Michael mentioned, I'll make a few brief remarks after the meeting adjourns. This format will allow us to complete our formal business and then move on to matters of general interest. To begin, I'll ask Michael to present the Secretary's report on the mailing of the notice of this meeting and the presence of a quorum.

As stated in the notice of meeting and proxy statement, the purposes of this meeting are, one, to elect seven nominees named in the proxy statement to serve as company directors for one-year terms. Two, to ratify the appointment of Ernst & Young as our independent registered public accounting firm for fiscal year 2027. Three, to hold an advisory vote to approve named executive officer compensation. Four, to approve an amendment and restatement of the company's 2018 Long Term Incentive Plan. Five, to consider such other business as may properly come before the meeting. The board fixed June 1, 2026, as the record date for determining stockholders entitled to vote. An affidavit is on file with the company reflecting that a notice of internet availability of proxy materials was mailed to all stockholders of record on or around June 3rd, 2026.

A complete list of the stockholders entitled to vote has been available and open to inspection by any stockholder for at least 10 days prior to this meeting at the company's headquarters. During the meeting, the list is also available on the virtual meeting webpage. A total of approximately 50.45 million shares of common stock were outstanding as of the record date and are entitled to vote at today's meeting. The holders of approximately 45.95 million shares of common stock are present today, either in person or by proxy. These shares represent approximately 91% of the voting power of the outstanding shares on the record date. As a result, a quorum is present.

On the basis of the Secretary's report, the meeting is convened. The minutes of last year's annual meeting are available for review by any stockholder. Copies can be obtained by contacting the Office of the Corporate Secretary. The vast majority of our stockholders have already sent in their proxies, they don't need to take any further action unless they wish to change their vote. For this reason, we'll be able to report preliminary voting results when the polls close. For stockholders of record, you may vote online via the voting button on the virtual meeting page. For stockholders who own shares through a broker, you'll have to vote your shares based on instructions from your broker. The first item of business is the election of directors to hold office for the ensuing year and until their successors are elected and qualified.

We will elect a board of seven members today.

The board's nominees for director for the ensuing year or until their successors are elected and qualified are Alexander M. Davern, John M. Forsyth, Raghib Hussain, Zhiyong Li, Catherine Lego, William D. Mosley, and David J. Tupman. Biographies of these nominees were included in our proxy statement. The board slate of directors is now placed before the meeting.

Under our bylaws, the nominations are closed. The next item of business is the ratification of the Audit Committee's appointment of Ernst & Young as our independent registered public accounting firm for fiscal year 2027.

The Audit Committee of the company's board of directors has appointed Ernst & Young as the company's independent registered public accounting firm for its 2027 fiscal year. This appointment is now submitted for stockholder ratification.

The next item of business is an advisory vote to approve named executive officer compensation.

As described in our proxy statement, the company's board of directors recommends that our stockholders vote for the following resolution. Resolved that the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion is hereby approved. This resolution is now submitted for stockholder approval.