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. Good morning, ladies and gentlemen. I'm Kishore Seendripu, I'm the President and Chief Executive Officer and Chairman of the Board of Directors of MaxLinear, Inc. It's a pleasure to welcome you to the 2022 Annual Meeting of Stockholders of MaxLinear. We will soon begin the formal business of the meeting, which will be followed by a question-and-answer session. Today, we have in attendance, our Board of Directors, both virtually and in person. Mr. Tom Pardun; Mr. Albert Moyer; our outgoing Director, Mr. Don Schrock; Mr. Dan Artusi; Dr. Tsu-Jae King Liu; Mr. Greg Dougherty; and [ Dr. Ted Alexander ]. We also have with me our Accounting Officers, Mr. Steve Litchfield, our Chief Financial Officer and Chief Strategy Officer; our General Counsel as well as our Chief Accounting Officer. We also have a counsel and auditors present here, Mr. Mark Hughes, virtually from our auditors, Grant Thornton LLP and Mr. Rob Wernli, our Legal Counsel from Sonsini Goodrich & Rosati. Initially, we have the Inspector of Election, Audrey Matheny from Computershare Trust Company, who will also serve as inspector of election, who is present virtually here. The agenda for this meeting is being -- is that the annual meeting is being held in according with the company's bylaws and Delaware law. During the formal meeting, we will address the matters described in the company's proxy statement dated April 28, 2022. When we complete the balloting, we will announce the results of the vote, and then we will adjourn the formal meeting. After we complete the formal meeting, I will be available to take questions from stockholders. We'll now proceed with the formal portion of this meeting. The notice for this meeting has been sent to you. An affidavit has been received of mailing stating that notice, proxy statement, proxy were mailed on or about April 28, 2022, to all stockholders of record on April 25, 2022, which is also the record date of this annual meeting. We also have at this meeting a list of the stockholders as of that date. The affidavit of mailing be filed with the minutes of this meeting. The inspector of election has also signed the oath of the inspector of election, which will be filed along with the minutes. The inspector of election has now advised me that we are present in person at the virtual meeting and by proxy a sufficient number of shares to constitute a quorum on all matters being presented at the meeting. So the meeting is duly constituted. Voting, according to our rules, for each common stock is entitled to 1 vote for each share held of record at the close of the 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 that you vote at this virtual meeting because we'll count your proxy. Those of you who did not turn in a proxy or wish to change a 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 also be counted in the final tally along with the proxies previously received. We now declare at -- on May 26, 2022, at 08:33 a.m., the polls are open. First on the agenda is the election of our 2 Class I directors by the holders of common stock. This item has been discussed on Pages 20, 21 and 22 of the proxy statement. The company's Board of Directors 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. Mr. Donald Schrock, who has served as a member of our Board of Directors since October 2009 will retire as a Director upon the expiration of his current term at this 2022 Annual Meeting of Stockholders. Upon the effectiveness of Mr. Schrock's resignation, the company's Board of Directors will have 8 members, consisting of 2 Class i directors, 3 Class II directors and 3 Class III directors. The directors that the stockholders elect at today's meeting will hold office until 2025 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 Mr. Daniel Artusi, and Dr. Tsu-Jae King Liu, who are currently serving as directors of the company, to serve as a Class I directors. Pursuant to the notice of this annual meeting and the proxy statement dated April 28, 2022, the proxies solidated 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 advance notice to the company of the stockholders intent. No such notice was received. Accordingly, I declare the nominations of directors elected by the common stock closed. The next order of the business is the approval on an advisory basis the compensation of our named executive officers for the year ended December 31, 2021, as set forth in the proxy statement, more commonly known as the say-on-pay proposal. This item has been discussed on Pages 26 and 27 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's named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K including the section caption 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 2022 Annual Meeting of Stockholders. Our Board of Directors recommends a vote for this proposal. Additionally, on the agenda, while it is not formally required but is a matter of good corporate practice, we also would like to present the ratification of appointment of Grant Thornton LLP as the independent registered public accounting firm as our auditor for the fiscal year ending December 31, 2022. This item also has been discussed on Page 28 of the proxy statement. Is there any other business item to discuss or transact at this point, Inspector? Since no other business was proposed, we have no further items of business for the meeting. Those of you voting virtually by the Internet, please submit your ballot indicating the way you wish to vote. We will now briefly pause to enable those who are voting virtually to finish the voting. [Voting]

It is now 08:37 a.m. on May 26, 2022, and the polls for each matter to be voted on at this annual meeting are now closed. No additional ballots, proxies or votes and changes or revocations will be accepted. The inspector of election will now table the proxies and votes submitted virtually via the Internet. The inspector of election has informed me that based upon a preliminary report of the proxies and votes which we have received, Mr. Daniel Artusi, and Dr. Tsu-Jae King Liu have been elected as the Class I directors to hold office until our 2025 Annual Meeting of Stockholders and until their successes are duly elected and qualified. The proposal to approve on an advisory basis the say-on-pay proposal for the year ended December 31, 2021, as set forth in the proxy statement received the affirmative vote of at least the majority of the shares entitled to vote and cast at this meeting. And finally, the proposal to ratify the appointment of the -- 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, 2022, received the affirmative vote of at least a majority of the shares entitled to vote and cast at this meeting. These are the preliminary results of the 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. With that, I would like to -- if there's no other further business to come before this meeting, this meeting is adjourned. Thank you for your attendance, and this brings the formal business part of the meeting to an end. We will now proceed with our question-and-answer period. There being no -- any questions here. So we declare the Annual Shareholder Meeting closed. Thank you very much.

And this concludes the meeting. And you may now disconnect.