Synaptics Incorporated

10/28/2025 | Press release | Distributed by Public on 10/28/2025 14:19

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, Synaptics Incorporated (the "Company," "we" or "us") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting") on October 28, 2025. At the Annual Meeting, our stockholders approved an amendment and restatement of our Amended and Restated 2019 Equity and Incentive Compensation Plan that provides for an increase of 1,900,000 shares of our common stock authorized for issuance thereunder (as amended and restated, the "2019 Plan"). Our stockholders also approved an amendment and restatement of our Amended and Restated 2019 Employee Purchase Plan that provides for an increase of 1,500,000 shares of our common stock authorized for issuance thereunder (as amended and restated, the "2019 ESPP"). Our named executive officers are eligible to participate in the 2019 Plan and the 2019 ESPP. Our Board of Directors approved the 2019 Plan and the 2019 ESPP on July 29, 2025, subject to stockholder approval at the Annual Meeting. A summary of the material terms of the 2019 Plan and the 2019 ESPP is set forth under the captions "Proposal Three: Approval of the Amended and Restated 2019 Equity and Incentive Compensation Plan" and "Proposal Four: Approval of the Amended and Restated 2019 Employee Stock Purchase Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "Commission") on September 16, 2025. That summary and the above description of the 2019 Plan and 2019 ESPP do not purport to be complete and are qualified in their entirety by reference to the 2019 Plan and 2019 ESPP, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On October 28, 2025, we held our Annual Meeting. As of the close of business on the record date of September 4, 2025, there were 39,050,213 shares of our common stock outstanding and entitled to vote at the Annual Meeting. The number of shares of common stock present at the beginning of the Annual Meeting, in person or by proxy, was 36,497,062 or 93.46% of the shares outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the following proposals were submitted to a vote of our stockholders, with the final voting results indicated below:
Proposal One: Election of Directors. Our stockholders elected the following six directors, each to serve until our Annual Meeting of Stockholders in 2026 or until their successors have been elected and qualified.
Director For Against Abstain Broker Non-Votes
Jeffrey D. Buchanan 29,968,679 2,560,379 11,746 3,956,258
Keith B. Geeslin 29,992,550 2,536,672 11,582 3,956,258
Patricia Kummrow 29,260,849 3,268,726 11,229 3,956,258
Vivie Lee 32,311,635 217,764 11,405 3,956,258
Rahul Patel 32,235,117 294,043 11,644 3,956,258
James L. Whims 30,037,487 2,491,732 11,585 3,956,258
Proposal Two: Ratification of the Appointment of Independent Auditor. Our stockholders ratified the appointment of KPMG LLP, an independent registered public accounting firm, as the independent auditor of our Company for the fiscal year ending June 27, 2026.
For Against Abstain Broker Non-Votes
36,003,680 475,859 17,523 -
Proposal Three: Approval of the Amended and Restated 2019 Equity and Incentive Compensation Plan. Our stockholders voted to approve the 2019 Plan.
For Against Abstain Broker Non-Votes
22,007,201 10,508,287 25,316 3,956,258
Proposal Four: Approval of the Amended and Restated 2019 Employee Stock Purchase Plan. Our stockholders voted to approve the 2019 ESPP.
For Against Abstain Broker Non-Votes
32,417,547 110,822 12,435 3,956,258
Proposal Five: Advisory Approval of the Compensation of our Named Executive Officers. Our stockholders adopted a non-binding, advisory resolution approving the compensation of our named executive officers for fiscal year 2025.
For Against Abstain Broker Non-Votes
31,210,212 1,296,967 33,625 3,956,258
Synaptics Incorporated published this content on October 28, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 28, 2025 at 20:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]