UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
June 13, 2024
MONOLITHIC POWER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 000-51026 | | 77-0466789 |
| (State or other jurisdiction of | | (Commission | | (I.R.S. Employer |
| incorporation or organization) | | File Number) | | Identification Number) |
|
5808 Lake Washington Blvd. NE, Kirkland, Washington (Address of principal executive offices) | 98033 (Zip Code) |
(425) 296-9956 |
| (Registrant’s telephone number, including area code) |
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:
| ☐ | 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, par value $0.001 per share | MPWR | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2024, Monolithic Power Systems, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders:
| (1) | elected three Class II directors to serve for three-year terms until the Company’s annual meeting of stockholders in 2027, or until their respective successors are duly elected and qualified; |
| (2) | ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; |
| (3) | approved, on an advisory basis, the 2023 compensation of the Company’s named executive officers; and |
| | |
| (4) | approved, on an advisory basis, the stockholder proposal to elect each director annually. |
The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, is set forth below.
| (1) | Election of three Class II directors: |
| Nominee | For | Withheld | Broker Non-Votes |
| Eugen Elmiger | 34,362,647 | 8,395,148 | 2,090,126 |
| Eileen Wynne | 40,333,178 | 2,424,617 | 2,090,126 |
| Jeff Zhou | 39,390,415 | 3,367,380 | 2,090,126 |
| (2) | Ratification of the appointment of the Company’s independent registered public accounting firm: |
| For | Against | Abstain | Broker Non-Votes |
| 44,814,597 | 18,945 | 14,379 | 0 |
| (3) | Approval, on an advisory basis, of the 2023 compensation of the Company’s named executive officers: |
For | Against | Abstain | Broker Non-Votes |
| 41,405,848 | 1,080,326 | 271,621 | 2,090,126 |
| (4) | Stockholder proposal to elect each director annually: |
For | Against | Abstain | Broker Non-Votes |
| 35,522,316 | 7,198,049 | 37,430 | 2,090,126 |
Item 8.01 Other Events.
On June 13, 2024, Monolithic Power Systems, Inc. issued a press release announcing the second quarter cash dividend of $1.25 per share to all stockholders of record as of the close of business on June 28, 2024. The dividend will be paid to stockholders on July 15, 2024. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | | Description |
| | | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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, thereunto duly authorized.
| Date: June 14, 2024 | By: | /s/ Saria Tseng |
| | | Saria Tseng |
| | | Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary |
