| 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 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on October 24, 2023. 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 900,000 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 25, 2023, 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 Five: Approval of the 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 5, 2023. 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described in Item 5.07 below, at the Annual Meeting on October 24, 2023, our stockholders approved an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) to declassify the Board beginning with the 2024 annual meeting of stockholders and certain other changes. The Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware and became effective on October 25, 2023.
The Amended and Restated Certificate provides for the annual election of all directors, phased-in over a three-year period. Directors elected at our 2024 annual meeting of stockholders and at each subsequent annual meeting will be elected to one-year terms (until the first annual meeting of stockholders next following the director’s election and until the director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification, or removal). As a result, our Board will be fully declassified following our 2026 annual meeting of stockholders, with each director on our Board being elected annually for one-year terms beginning at the 2025 annual meeting of stockholders. The Amended and Restated Certificate does not change the current number of directors or the Board’s authority to fill any Board vacancies on account of newly created directorships resulting from any increase in the number of directors or resulting from a director’s death, resignation, disqualification, or removal. Directors who currently have multiple-year terms will continue to serve those terms until they expire and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Any director elected by the Board to fill a vacant or new directorship would serve until the first annual meeting of stockholders next following such director’s election and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification, or removal.
The Amended and Restated Certificate also includes certain technical and other administrative changes that do not substantively affect stockholder rights, including removing the original incorporator, eliminating the reference to the Board’s ability to remove directors for cause, renumbering the articles and other immaterial changes.
The above summary of the Amended and Restated Certificate does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Certificate, which is filed as Exhibit 3.1 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. |
(a), (b) On October 24, 2023, we held our Annual Meeting. On the record date of August 30, 2023, there were 39,033,441 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 36,134,435 or approximately 92.57% 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:
