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

Hello, and welcome to the Annual Meeting of Stockholders of MaxLinear, Inc. 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, operator. Welcome, everyone. Good morning, ladies and gentlemen. I'm Kishore Seendripu, CEO and Chairman of MaxLinear's Board of Directors. It's a pleasure to welcome you to our 2021 Annual Meeting of Stockholders of MaxLinear. Before proceeding further, I would like to introduce the company's Board of Directors who are present virtually at this meeting. We have Mr. Tom Pardun, who's our Lead Director; Mr. Greg Dougherty; Mrs. Carolyn Beaver; Dr. Ted Tewksbury; Mr. Albert Moyer; Mr. Daniel Artusi; and Mr. Don Schrock. Along with our Board of Directors, we also have in attendance, our Chief Financial Officer, Mr. Steve Litchfield; our Chief Accounting Officer, Connie Kwong; and our counsel, Mr. Robert Kornegay of Wilson Sonsini Goodrich & Rosati, who will also act as the secretary of the meeting and record the minutes of the meeting. We also have in attendance the inspector of the election here, Audrey Matheny of Computershare Trust Company, who will serve as the inspector for the election for this annual meeting. Today's meeting, the agenda -- is going to be held in accordance with the company's bylaws and Delaware law. During the meeting, we will address the matters described in the company's proxy statement dated April 12, 2021. When we complete the balloting, we'll announce the results of the vote, and then we'll adjourn the formal meeting. After the formal meeting, I'll be available to take questions and answers. We will now proceed with the formal portion of this meeting. I've been -- I have received an affidavit that confirms that the notice, the proxy statement and the proxy were mailed on April 13, 2021, to all stockholders as of March 29, 2021. We have at this meeting a list of the stockholders as of that date. We'll also be filing the affidavit with the minutes of this meeting. Also, the inspector of election has signed the oath of the inspector of the election, which will also be filed along with the minutes of this meeting. The inspector of elections advises me that we have a quorum to convene this meeting and based on the number of votes that we have received by way of the proxy. I want to go through the voting procedure for the purpose of this meeting. We will vote by proxy and virtually via the Internet today. For all proposals to be voted upon at this annual meeting, each holder of our common stock is entitled to 1 vote for each share of common stock held of record at the close of business on the record date. If you have turned in a proxy and do not intend to change your vote, then it is not necessary to vote at this meeting virtually or otherwise. Those of you who've not turned in your 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. The time right now is 8:33 a.m. on May 12, 2021, and we declared the polls as open. In front of us, the first topic is election of 3 Class III directors. This item has been discussed on Pages 20 and 21 of the proxy statement. For the benefit of everyone, the company's Board of Directors has presently 9 members and is divided into 3 classes, each with a 3-year term. Currently, the Board consists of 3 Class I directors, 3 Class II directors and Class III directors. The directors of the stockholders elected at today's meeting will hold office until 2024 Annual Meeting of Stockholders or until their successes are duly elected and qualified. As indicated in the proxy statement, the Board of Directors have nominated Kishore Seendripu, Thomas Pardun and Mr. Greg Dougherty, who are currently serving as directors of the company, to serve as our Class III directors. Pursuant to this notice of this annual meeting and proxy statement dated April 12, 2021, 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's stock -- of the stockholders intent. No such notice was reserved -- received. Accordingly, I declare the nomination for director elected by common stock closed. So the advisory vote to approve named executive offices compensation. The next order of business is the approval on an advisory basis of the compensation of our named executive offices for the year ended December 31, 2020, as set forth in the proxy statement, also known as the say-on-pay proposal. This item is discussed on Pages 25 and 26 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's named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K included in the section captioned Executive Compensation, the subsection caption Compensation Discussion Analysis, the tabular disclosures regarding executive compensation and the accompanying narrative disclosures set forth in the proxy statement relating to MaxLinear's 2021 Annual Meeting of Shareholders. Our Board of Directors recommends a vote for this proposal. Additionally, we would like the ratification of the appointment of Grant Thornton LLP as our independent auditor. While it's not binding to require a shareholder approval on this matter, it is a matter of good practice, and so we seek the ratification of the appointment of Grant Thornton. We have no other business items on the table here. So we -- I will now request you to complete your voting and wait for your voting to be completed. [Voting]

I now declare the closing of the polls as on -- at 8:40 a.m. on May 12, 2021. And I request the inspector of election to inform as the results of the voting. Audrey?

Currently, the results of the voting are as follows. For selection of the Class III directors, Kishore Seendripu has received 61,888,558 votes; Thomas Pardun has received 61,916,665 votes; Gregory Dougherty has received 59,614,938 votes. For the proposal for executive compensation, of the total vote, for are 61,696,472 votes. For approval of the auditors of Grant Thornton, they have received for votes of 68,847,609 votes.

Thank you, Audrey. These are the preliminary results of our voting. A definitive report of the results of the votes on such proposal will be filed with the minutes of this meeting. The final results will also be reported in our filings with the SEC. There will be no further business to come before this meeting. The meeting is now adjourned. Thank you for your attendance. This brings the formal business part of the meeting to an end. We will now proceed with our question-and-answer session. Are there any questions on this call? There being no further questions, I want to thank all of you for attending today's meeting and for the interest you have shown in the affairs of our company. We very much appreciate your attendance. And as always, thank you for your support. So we now declare the meeting closed. Thank you.

This does conclude the meeting. You may now disconnect, and have a pleasant day.