UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 20, 2023
SILICON LABORATORIES INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 000-29823 | | 74-2793174 |
| (State or Other Jurisdiction | | (Commission File Number) | | (IRS Employer |
| of Incorporation) | | | | Identification No.) |
| 400 West Cesar Chavez, Austin, TX | 78701 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (512) 416-8500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange
on which registered |
| Common Stock, $0.0001 par value | | SLAB | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 20, 2023, Silicon Laboratories held its Annual Meeting of Stockholders. The matters voted upon at the meeting and the results of those votes were as follows:
Proposal 1 – Election of Class I Directors
| | | Votes For | | Votes Against | | Votes Abstaining | | Broker
Non-Votes |
| Navdeep S. Sooch | | 27,233,355 | | 1,892,148 | | 29,645 | | 1,293,268 |
| Nina Richardson | | 28,041,402 | | 1,081,766 | | 31,980 | | 1,293,268 |
| Robert J. Conrad | | 29,100,164 | | 22,939 | | 32,045 | | 1,293,268 |
Proposal 2 – Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 30, 2023
Votes For | | Votes Against | | Votes Abstaining | | Broker
Non-Votes |
| 28,414,693 | | 1,937,667 | | 96,056 | | -- |
Proposal 3 – Approval, by non-binding vote, of the compensation of the Company’s Named Executive Officers as disclosed in the Company’s Proxy Statement
Votes For | | Votes Against | | Votes Abstaining | | Broker
Non-Votes |
| 27,536,032 | | 1,583,591 | | 35,525 | | 1,293,268 |
Proposal 4 — Recommendation, by non-binding vote, regarding the frequency of holding future advisory votes regarding executive compensation
1
Year | | 2
Years | | 3
Years | | Votes
Abstaining | | Broker
Non-Votes |
| 28,716,860 | | 4,719 | | 402,817 | | 30,752 | | 1,293,268 |
Based on the votes set forth above, the stockholders advised that they were in favor of holding future executive compensation advisory votes every year. Based upon these results and consistent with the Company’s recommendation, the Company’s board of directors has determined that the Company will conduct future stockholder advisory votes regarding the compensation to be paid by the Company to its named executive officers every year. This policy will remain in effect until the next required stockholder vote on the frequency of stockholder advisory votes with respect to executive compensation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | SILICON LABORATORIES INC. |
| | | |
| April 21, 2023 | | /s/ John C. Hollister |
Date | | John C. Hollister Senior Vice President and
Chief Financial Officer (Principal Financial Officer) |
