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

Good morning, and welcome to the 2024 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, Executive Vice President, Strategic Corporate Development and General Counsel. Ms. Tseng, the floor is yours.

Thank you. Good morning, ladies and gentlemen. My name is Saria Tseng and I'm General Counsel and Corporate Secretary of Monolithic Power Systems. I will act as Secretary of the meeting and recorded minutes. It is a pleasure to welcome you to the MTS 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: Tony Balow, VP of Finance; Wendy Craig and [ Trent Le ], representatives of our independent audit firm, Ernst & Young. I have proof by affidavit signed by Computershare that the annual meeting notice mailing was completed on May 1, 2024, to all registered stockholders of record at the close of business on April 18, 2024. Additionally, I have an affidavit signed by Broadridge Financial Solutions that the annual meeting notice mailing to the beneficial stockholders was completed on April 30, 2024. These affidavit, together with copies of annual meeting notice, proxy statement and proxy cards will be filed with the minutes of the meeting. The Board of Directors has designated me as Inspector of Election. I have executed an oath to carry out the duties impartially and to the best of my ability. The oath of 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 fully -- 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 accounted your vote. Those of you who have not yet voted and have properly registered with the Computershare to attend as virtual meeting, you may vote during this webcast, and your votes will be counted. The first item of business is the nomination and election of 3 directors to serve until the annual meeting in 2027 and until their successors are duly elected and qualified. The following 3 directors are nominated by the Board of Directors, Eugen Elmiger, Eileen Wynne and Jeff Zhou. The second item of business is ratification of the 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, 2024. The stockholders are voting on whether to ratify this appointment. The third item of business is an advisory vote on a 2023 compensation of the company's executive officers as disclosed in the compensation discussion and analysis in the proxy statement. This item is commonly referred to say-on-pay vote. The fourth item of business is a vote on a stockholder proposal to elect each director annually. I now invite the stockholder proponent, John Chevedden to present this proposal. Operator, could you please open Mr. Chevedden's line.

Hello, this is John Chevedden. Proposal 4, elect each director annually shows us that our company take the steps necessary to reorganize the Board of Directors in order that each director stands for election at each annual meeting. Classified boards like the Monolithic Power Board have been found to be 1 of 6 entrenching mechanisms that are negatively related to company performance according to what matters in corporate governance by Lucian Bebchuk of the Harvard Law School. The current structure of the Monolithic Power Board of Directors with 3-year terms for directors encourages director complacency because directors only have to answer for their performance or lack of performance once in 3 years. It is like hiring employees with a promise that their work will be reviewed only once in 3 years. The current 3-year terms for directors further encourages Board complacency because it is almost impossible to replace the majority of the Board. Annual election of each director gives shareholders more leverage when the Board of Directors performs poorly. For instance, when the Board of Directors approves excessive executive pay, shareholders can soon vote against the Board's executive pay committee members instead of potentially waiting 3 years. For instance, Monolithic Power executive pay was rejected by 43% of shares in 2023 in spite of the Board using shareholder money for extra promotion for its excessive executive pay that was ultimately rejected by 43% of shares when a 5% rejection is often the norm at well-performing companies. Consequently, the members of the Monolithic Power Executive Pay Committee reserved against votes, but on the 3-year director terms at Monolithic Power, none of these 3 directors were on the 2023 Annual Meeting ballot. However, the 2 directors on the 2023 Annual Meeting ballot, Mr. James Moyer and Mr. Victor Lee, each received 22% in against votes when 5% in against votes is often the norm at well-performing companies. To make matters worse, Mr. Moyer at age 81, is now elected to serve until age 83 with no intervening opportunity to shareholders to vote against Mr. Moyer. Due to poor health, Mr. Moyer missed 2 Board meetings, which is all the worse because Monolithic Power only has 8 directors. Mr. Eugen Elmiger, Chair of the Governance Committee, deserves an against vote today because the vast majority of shareholders cannot participate in this online annual meeting unless they made tedious special arrangements in advance. Please vote, yes, to elect each director annually, Proposal 4. [Voting]

Thank you, Mr. Chevedden. With no additional matters I now declare the polls closed. As Inspector of Election, I would like to report on the preliminary results of the vote cast. I hereby report that there were 44.8 million shares of common stock entitled to vote represented at this meeting, either in person or by proxy, comprising 92% of the outstanding common stock of the company as of the record date of April 18, 2024. In voting for directors, I hereby report that 34.4 million shares were in favor of the appointment of Eugen Elmiger, 40.3 million shares were in favor of the appointment of Eileen Wynne and 39.4 million shares were in favor of the appointment of Jeff Zhou. All these directors are therefore reelected. In voting for the ratification of Ernst & Young as auditors of the company, I hereby report that 44.8 [ million ] shares were in favor of the appointment. The appointment of Ernst & Young as the company's independent auditors is thereby -- therefore ratified. In voting for the say-on-pay proposal, I hereby report that 41.4 million shares were in favor of the proposal. The executive compensation is, therefore, approved. In voting for the stockholder proposal to elect each director annually, I hereby report that 35.5 million shares were in favor of the proposal. The proposal is therefore approved. The final number of votes 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. Alfred, are there any questions?

Chair, there's no question.

Thank you. The meeting is now adjourned. Thank you.

This concludes the meeting. You may now disconnect.