Monolithic Power Systems, Inc. (MPWR) Earnings Call Transcript & Summary

Good morning, and welcome to the 2023 Annual Meeting of Stockholders of Monolithic Power Systems. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Ms. Saria Tseng, Vice President, Strategic Corporate Development and General Counsel. Ms. Tseng, you may now begin.

Thank you. Good morning, ladies and gentlemen. My name is Saria Tseng, and I'm General Counsel of Monolithic Power Systems. I will act as Secretary of the meeting and record the minutes. It is a pleasure to welcome you to the MPS Annual Meeting of Stockholders. The meeting is now called to order. Before proceeding to the formal business, I would like to introduce the following participants: Bernie Blegen, Chief Financial Officer. Evan Kass, who is a partner with our independent audit firm, Ernst & Young. I have proof by affidavit signed by Computershare that annual meeting mailing was completed on May 2, 2023, to all registered stockholders of record at the close of business on April 20, 2023. Additionally, I have an affidavit signed by Broadridge Financial Solutions that the annual meeting material [mailing] included beneficial stockholders was completed on May 1, 2023. These affidavits, together with copies of annual meeting notice, proxy statement and proxy card will be filed with the minutes of the meeting. The Board of Directors has designated me as inspection -- inspector of election. I have executed an oath to carry out the duties impartially and to the best of ability. The oath of the inspector of election will be filed with the minutes of this meeting. We have present by proxy a sufficient number of shares to constitute a quorum. So I declare the meeting to be duly convened for purposes of transacting such business as may properly come before it. If you have already cast your vote, we have counted your vote. Those of you who have not yet voted and have properly registered with Computershare to attend this virtual meeting, you may vote during the webcast, and your votes will be counted. The first item of business is the nomination and the election of 2 directors to serve until the annual meeting in 2026 and until their successors are duly elected and qualified. The following 2 directors are nominated by the Board of Directors: Victor K. Lee and James C. Moyer. The second item of business is ratification of independent auditors. The Board of Directors has appointed Ernst & Young, independent auditors to audit the company's financial statements for the fiscal year ending December 31, 2023. The stockholders are voting on whether to ratify this appointment. The third item of business is an advisory vote on a 2022 compensation of the company's executive officers as disclosed in compensation discussion and analysis in the proxy statement. This item is commonly referred to as a say-on-pay vote. The fourth item of business is an advisory vote on the frequency of future say-on-pay-vote. The fifth item of business is the approval of the company's amended and restated 2004 employee stock purchase plan. I now declare the polls closed. As inspector of election, I would like to report on the preliminary results of vote cast. I hereby report that there are 44.4 million shares of common stock entitled to vote represented at this meeting, either in person or by proxy, comprising 93.7% of the outstanding common stock of the company as of the record date of April 20, 2023. In voting for directors, I hereby report that 33.5 million shares were in favor of the appointment of Victor K. Lee and 33.7 million shares were in favor of the appointment of James C. Moyer. Both directors are here, therefore, reelected. In voting for the ratification of Ernst & Young as auditors of the company, I hereby report that 44.4 million shares were in favor of the appointment, the appointment of Ernst & Young as the company's independent auditors is therefore ratified. In voting for the say-on-pay proposal, I hereby report that 24.5 million shares were in favor of the proposal. The executive compensation is therefore approved. In voting for the frequency of future say-on-pay proposal, I hereby report that 42.8 million shares were in favor of conducting the proposal every year. In building fully amended and restated 2000 full employee stock purchase plan proposal, I hereby report that 42.9 million shares were in favor of the proposal, the employee stock purchase plan is therefore approved. The final number of both will be included in the minutes of the meeting and in an 8-K that will be filed with the SEC within 4 business days. This concludes the formal proceedings. The meeting is now open for questions. Operator, are there any questions?

Yes, there is one question. Shareholders only want to know the board has considered to adoption of the majority vote standard for the election of directors?

We're happy to take that question. Yes, the answer is yes, the Board has considered to adopt the majority vote standard and has been a discussion in the Board meeting, although there is no final decision on that one, the Board continue to have that discussion.

Saria, I guess no more questions.

Thank you. The meeting is now adjourned.

This concludes the meeting. You may now disconnect.