MaxLinear, Inc. (MXL) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of MaxLinear, Incorporated. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Dr. Seendripu, Chairman and CEO of MaxLinear Inc. Dr. Seendripu, the floor is yours.

Thank you very much. Welcome all to MaxLinear's 2020 Annual Shareholders Meeting. Today, as a part of the agenda for the meeting beyond the proposals we need to take a vote for, we will introduce our Board of Directors, executive officers in attendance, our legal counsel, our auditors and inspector of election. The inspector of election for the meeting is from Computershare, Audrey Matheny. We have our Board of -- all of our Board of Directors, either in person or attending virtually. We have Mr. Tom Pardun, our lead director; Mr. Bert Moyer, our Chair of the finance audit committee; Ms. Carolyn Beaver, our audit committee member; we have Mr. Dan Schrock, our Chairman of the governance committee; Dr. Ted Tewksbury; Mr. Daniel Artusi, all in attendance. And also Mr. Greg Dougherty who recently joined our Board. So with that, I will also introduce our legal counsel, Mr. Rob Kornegay from our Wilson Sonsini Law firm. We also have Mr. Doug McCombs who represents the audit firm, Grant Thornton; and myself, the CEO of MaxLinear. With that, I will move to the formal business of the gathering here. The inspector has also taken a written oath that he's in a good standing, so to speak. Okay. With that, let me move to the business portion of the shareholder meeting. I have received an affidavit of mailing, stating that the notice of proxy, proxy statement and proxy were mailed on May 5, 2020, to all stockholders of record on April 27, 2020, the record date of this annual meeting. We have a list of the stockholders as of that date. The affidavit mailing will be filed with the minutes of this meeting. The inspector of election has signed the oath of the inspector of elections which will also be filed along with the minutes of this meeting. The inspector of election tells me that we have a quorum present in person and virtually and by proxy and sufficient amount of shares to constitute a quorum. So the meeting is duly constituted. The voting procedure for the purposes of this annual meeting, we will vote by proxy and virtually via Internet today. For all proposals to be voted upon at this annual meeting, each holder of our common stock is entitled one vote for each share of common stock held of record at the close of business on the record date. If you turned in the proxy and do not intend to change your vote, then it is not necessary that you vote at this virtual meeting because we'll count your proxy. Those of you who do not turn in proxy or wish to change your vote may do so by clicking the Cast Your Vote link on the website used to access this meeting and following the instructions. The votes cast today will be counted in the final tally along with the proxies previously received. It is now 11:33 a.m. Pacific Standard Time on June 8, 2020, and the polls are now open. The first order of business is the election of 3 Class II directors by holders of common stock. This item was discussed on Pages 17 and 18 of the proxy statement. The company's Board of Directors presently has 8 members and is divided into 3 classes, each with a 3-year term. Currently, the Board consists of 2 Class I directors, 3 Class II directors and 3 Class III directors. As indicated, the directors that the stockholders elect at today's meeting will hold office until 2023 Annual Meeting of Shareholders or until their successors are duly elected and qualified. As indicated in the company's proxy statement, the Board of Directors nominated Dr. Theodore Tewksbury, Mr. Albert Moyer and Carolyn Beaver who are currently serving as the directors of the company to serve as our Class II directors. Pursuant to the notice of this annual meeting and the proxy statement dated April 28, 2020, the proxies solicited by the Board of Directors will be voted in favor of the nominees. The company's bylaws require that a stockholder wishing to nominate a director candidate provide advanced notice to the company of the stockholders in interim. No such notice was received. Accordingly, I declare the nominations for directors elected by the common stock closed. So we also have an advisory vote to approve named executive officer compensation. This is on an advisory basis of the compensation of our named executive officers for the year ended December 31, 2019, as set forth in the proxy statement as required by the Dodd-Frank and more commonly known as a say-on-pay proposal. This item was discussed on Pages 21 and 22 of the proxy statement. Our stockholders are being asked to vote on the following resolution. Resolve that the stockholders hereby approve on an advisory basis in a nonbinding vote, the compensation of MaxLinear, Inc. named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the section captioned Executive Compensation, the subsection captioned Compensation Discussion Analysis, the tabular disclosures regarding executive compensation and the accompanying narrative disclosures set forth in the proxy statement of MaxLinear's 2020 Annual Shareholders Meeting of the Stockholders. Our Board of Directors recommend to vote for this proposal. We also have ratification of the appointment of Grant Thornton LLP. This is the final order of the business. And this is the ratification of the appointment by the audit committee of our Board of Directors of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, which was discussed on Page 23 of the proxy statement. The audit committee of our Board of Directors selects the company's independent registered public accounting firm annually. The audit committee has appointed Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The audit committee is asking the stockholders for ratification of their appointment, even though the stockholder ratification is not required by the company's bylaws. However, the audit committee is submitting the appointment of the stockholders for ratification as a matter of good corporate practice. The final item of the business is to transact such other business as may properly come before the meeting. Since none was proposed, we have no further items of business for the meeting. We will now briefly -- we'll now open the polls for voting for all the 3 proposals above. So -- okay. And those who want to vote electronically, virtually, can do so as well right now. So we'll give you 30 seconds to close your voting. [Voting]

It is now 11:40 a.m. on June 8, 2020, Pacific Standard Time. And the polls for each matter to be voted at this annual meeting are now closed. No additional ballots, proxies or votes and changes of ratifications will be accepted. The inspector of election will now tabulate the proxies and votes submitted virtually via the Internet. Can the inspector of election, please show us the results of the voting, please?

Yes. Regarding proposal #1, the election of Class II directors to hold office until the 2023 Annual Meeting of Stockholders: for Carolyn Beaver, votes for, 63,771,175 for, 110,653 votes against, 32,084 votes for -- to abstain and 5,966,598 nonvotes; for Albert Moyer, 48,571,264 for, against 15,315,398, abstained 27,250; for Dr. Theodore Tewksbury, for 53,031,885, against 10,855,045, abstained 26,982. Regarding proposal #2, the approval of named executive compensation, the votes were as follows: for 61,151,043, against 2,271,782, abstained 491,087, 5,966,598 nonvotes. Regarding proposal #3, the ratification of the Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes were as follows: for votes 69,786,787, against 16,826 and abstained votes were 76,897.

So thank you very much. There being no further business to come before this meeting, the meeting is adjourned. Thank you for your attendance. This brings the formal part of the business -- of the meeting to an end. We'll now proceed with our question-and-answer section of the meeting. Do I have any questions from stockholders in attendance?

There's none right now.

As there being no questions from stockholders for this particular meeting, I would like to close the Annual Shareholders Meeting formally. Thank you very much.