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
October 25, 2022
Date of Report (Date of earliest event reported)
SYNAPTICS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE | 000-49602 | 77-0118518 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
1109 McKay Drive
San Jose, California 95131
(Address of Principal Executive Offices) (Zip Code)
(408) 904-1100
(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 Exchange Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $.001 per share | SYNA | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) As described in Item 5.07 below, Synaptics Incorporated (the “Company,” “we” or “us”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on October 25, 2022. 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 698,000 shares of our common stock authorized for issuance thereunder (as amended and restated, the “2019 Plan”). Our named executive officers are eligible to participate in the 2019 Plan. Our Board of Directors approved the 2019 Plan on July 26, 2022, subject to stockholder approval at the Annual Meeting. A summary of the material terms of the 2019 Plan is set forth under the caption “Proposal Four: Approval of Amended and Restated 2019 Equity and Incentive Compensation Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “Commission”) on September 6, 2022. That summary and the above description of the 2019 Plan do not purport to be complete and are qualified in their entirety by reference to the 2019 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 25, 2022, we held our Annual Meeting. On the record date of August 31, 2022, there were 39,993,777 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 37,103,818 or approximately 92.8% of the outstanding shares. At the 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 Class 2 directors, each to serve until our Annual Meeting of Stockholders in 2025 or until their successors have been elected and qualified.
Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||
Michael Hurlston | 33,114,606 | 484,083 | 23,142 | 3,489,062 | ||||||||||||
Patricia Kummrow | 32,714,709 | 882,791 | 24,331 | 3,489,062 | ||||||||||||
Vivie Liee | 33,131,391 | 460,274 | 30,166 | 3,489,062 |
Proposal Two: Advisory Approval of our Named Executive Officer Compensation. Our stockholders adopted a non-binding, advisory resolution approving the compensation of our named executive officers for fiscal year 2022.
For | Against | Abstain | Broker Non-Votes | |||
32,833,439 | 747,649 | 40,743 | 3,489,062 |
Proposal Three: 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 24, 2023.
For | Against | Abstain | Broker Non-Votes | |||
36,240,701 | 832,607 | 37,585 | — |
Proposal Four: Approval of Amended and Restated 2019 Equity and Incentive Compensation Plan. Our stockholders voted to approve the 2019 Plan.
For | Against | Abstain | Broker Non-Votes | |||
32,738,806 | 837,838 | 45,187 | 3,489,062 |
ITEM 9.01. | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. | Description | |
10.1 | Synaptics Incorporated Amended and Restated 2019 Equity and Incentive Compensation Plan, effective October 25, 2022 | |
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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SYNAPTICS INCORPORATED | ||||||
Date: October 27, 2022 | By: | /s/ John McFarland | ||||
John McFarland | ||||||
Senior Vice President, General Counsel and Secretary |