Power Integrations, Inc. (POWI) Earnings Call Transcript & Summary

Good afternoon, everyone. I'm Joe Shiffler, Director of Investor Relations of Power Integrations. Before I turn it over to Balu, I'd like to cover a couple of housekeeping matters relating to today's virtual meeting. Hopefully, everyone has voted via one of the methods outlined in the proxy materials. If you're a stockholder of record or if you have a legal proxy and would like to vote during the meeting, you'll need to print a blank ballot from our investor website, investors.power.com, completed manually, including your 16-digit control number, along with proof of identification, and e-mail it to [email protected]. Ballots must be received prior to the closing of polls, which will be just a few minutes from now. So I urge anyone planning on voting today to do that now. Second, there will be opportunities to ask questions about the proposals during the meeting, and we'll also have an informal Q&A session after the meeting is adjourned. There are 2 options for asking a question. [Operator Instructions] With that, I'll turn it over to Balu.

I am the President, Chief Executive Officer and a member of the Board of Directors of Power Integrations, Inc., and will be acting as Chairman of this meeting. I'm happy to welcome you to Power Integrations, Inc. 2021 Annual Meeting of Stockholders. Before I call the meeting to order, I'd like to introduce you to the members of the Board and the business team who are with us today. The other members of the Board with us today are: Balakrishnan S. Iyer; Anita Ganti; William George; Jennifer Lloyd -- and let me see whether anybody else joined here. And that's it. I don't see anybody else. Also present today is Sandeep Nayyar, Vice President and Chief Financial Officer. David Segre of Cooley LLP, the company's outside legal counsel, will be acting as secretary of this meeting. I would also like to introduce Vania Santella of Deloitte & Touche LLP, the company's independent registered public accounting firm, who is available to respond to appropriate questions. Call to order. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your Notice of Annual Meeting and Proxy Statement. After the formal part of the meeting, we will give you an opportunity to ask any questions you may have. List of stockholders and proof of mailing of notice. Will secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders' list?

Thanks, Balu. I have at this meeting a complete list of the stockholders of record of the company's common stock on March 25, 2021, which is the record date for this meeting. I have also an affidavit certifying that on April 8, 2021, a Notice of Internet Availability of Proxy Materials was deposited in the U.S. mail to all stockholders of record at the close of business on the record date, March 25, 2021.

Inspector of election. At this time, I'd like to introduce Aaron Johnson, Power Integrations' Assistant Corporate Controller. I'm appointing Mr. Johnson to act as inspector of election at this meeting. Mr. Johnson has taken and subscribed the customary oath of office to execute his duties with strict impartiality, which will be filed with the records of the meeting. His function is to decide upon the qualification of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum?

Yes. I've been informed by the inspector of election that proxies have been received for a sufficient number of shares so that we have a quorum present, and we may now carry out the official business of this meeting. Any additional ballots may be submitted to the inspector of elections electronically by e-mail to [email protected] and must be received by the close of voting today.

Next, consolidation of business listed in notice of meeting. We will now proceed with the formal business of this meeting. There are 5 proposals to be considered by the stockholders at this meeting. Opening of polls. The time now is 2 p.m. -- 5 minutes past 2 p.m. on Friday, May 21, 2021. And the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on. Next, election of directors. The first item of the business today is the election of 9 directors to serve until the 2022 Annual Meeting of Stockholders and until their successors are elected and qualified. The nominees for directors of the company are: Wendy Arienzo; Nicholas Brathwaite; Balakrishnan Iyer; Anita Ganti; William George; Jennifer Lloyd; Necip Sayiner; Steven Sharp; and Balu Balakrishnan. Is there any discussion? If so, please indicate in the Webex Q&A box so you would like -- if you would like to discuss the proposal. [ Savin ], are you checking the Q&A box?

Yes, I'm checking, and there is nothing right now.

Thank you. Advisory vote on executive compensation. The second item of business today is the advisory vote on the compensation of the company's named executive officers as described in the Proxy Statement. The stockholders have been asked to vote on an advisory basis on the following resolution. "Resolved, that the compensation paid to Power Integrations' named executive Officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved." Is there any discussion? If so, please indicate in the Webex Q&A box that you would like to discuss this proposal. So I don't see anything on Q&A. So we'll go to the next item, which is amendment of equity award plan. The third item of business today is the amendment and restatement of the Power Integrations' 2016 Incentive Award Plan to increase the number of shares available for grant by an additional 2 million shares to eliminate from the plan certain provisions related to Section 168(m) of the Internal Revenue Code that are no longer applicable to awards granted under the plan as discussed in the proxy statement and to extend the term of the plan to 2031. Is there any discussion? If so, please indicate in the Webex Q&A box that you have -- that you would like to discuss the proposal. I don't see anything on Q&A. So I'll go to the next item, which is the amendment of employee stock purchase plan. Fourth item of business today is the amendment and restatement of the Power Integrations' 1997 Stock -- Employee Stock Purchase Plan to increase the maximum number of shares that may be issued under the plan by 500,000 shares and to make certain other nonmanagerial changes -- nonmaterial changes, I should say, to the plan. Is there any discussion? If so, please indicate in the Webex Q&A box that you would like to discuss the proposal. So nothing in the Q&A. To the next step, which is ratification of independent auditors. The fifth and the final item of business today is the ratification of the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent auditors of the company for the fiscal year ending December 31, 2021. Is there any discussion? If so, please indicate in the Webex Q&A box that you would like to discuss the proposal. Okay. That was the final proposal for today's meeting. The secretary will now describe the voting procedures.

So voting is by proxy and written ballot. Each share of common stock is entitled to one vote. This is the last call to submit a ballot electronically by e-mail to the inspector of elections at [email protected] as the polls are about to close. Will the inspector of elections please let us know if any additional ballots have been submitted.

No additional ballots have been submitted.

Okay. The time is now 2:11, and the polls are now officially closed for voting.

May I have the results of the voting, please?

Yes. The report of the inspector of election covering the proposals presented at this meeting reflects that all nominees for director have been elected and that proposals 2, 3, 4 and 5 have each passed. We will publish the tally of the results of the voting in a current report on Form 8-K, which will be filed shortly with the Securities and Exchange Commission.

After the conclusion of this meeting, we will entertain questions from stockholders. Is there any opposition to concluding the meeting? The meeting is concluded.

All right. Thanks, Balu. Once again, we will have an informal Q&A session. There are 2 options for asking a question. [Operator Instructions] And we'll take any questions now.

This is Steve Sharp. Can you hear me?

Yes. Yes, I can hear you, Steve.

I'm having had real trouble getting in. The -- entered finally with a temporary short-term reinstallation of the software. And I just wanted you -- if I'm the only one out here on the web, like your other directors, they may have missed it.

Yes. I saw that you joined in the middle of the meeting. So for the benefit of attendees, Steve Sharp is one of our directors who has been a director, now has been elected as a director. Welcome, Steve. Thanks for joining. Sorry for the trouble you had. We are just waiting for -- we finished the meeting, and we're waiting for questions from attendees. So far, I haven't seen any questions. Is there any -- Fabian, can you see any questions at all so far?

There are no questions as of yet.

Is there anybody else on outside the group that was there?

There are some attendees from outside.

Okay.

There are about 3 or 4 attendees from outside.

Okay. Good. We know it's working.

Oh, it's working, yes. Okay. It looks like there are no questions. Thank you, everyone, for joining today. And that concludes the informal portion of the meeting. Thank you.

Thank you. Good job.

Thank you, everyone.

Thanks. Bye-bye.