Power Integrations, Inc. ($POWI)

Hello, and welcome to the Annual Meeting of Stockholders of Power Integrations. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session limited to the business before the meeting. You can submit such questions or comments at any time by clicking on the message Q&A time. It is now my pleasure to turn today's meeting over to Jennifer Lloyd, President and CEO of Power Integrations. The floor is all yours.

Good morning, ladies and gentlemen. Welcome to the 2026 Annual Meeting of Stockholders of Power Integrations. We are pleased that you could join us today. Your interest in Power Integrations is appreciated. It is now 8:00 a.m. Pacific Time, and I call this meeting to order. As President and CEO, I will preside over the meeting as the Chairperson and [ Andrew Hughes ], our General Counsel and Corporate Secretary, will act as Secretary of this meeting. Before we proceed to the business of the meeting, I would like to introduce some individuals who are important to Power Integrations and who are here today. Joining me today is Nancy Erba, our Chief Financial Officer. Present from our independent registered public accounting firm, Deloitte & Touche, is Tim De Kay. I would also like to introduce the other Board members who are attending today's meeting. In alphabetical order, they are Wendy Arienzo, Nicholas Brathwaite, Anita Ganti, Nancy Gioia, Balakrishnan Iyer, Gregg Lowe, Ravi Vig. While Lou and Nick Brathwaite are departing from the Board following the Annual Meeting, and we thank them for their dedicated and long-standing service to the Board. Andrew, would you please report on the presence of a quorum?

Thank you, Jen. The record date for determining stockholders eligible to vote at this meeting was April 13, 2026. Copies of the notice of meetings and Power Integrations' proxy statement and form of proxy were mailed to stockholders on or about April 22, 2026. I have been provided with an affidavit of mailings by Computershare which will be filed with the minutes of this meeting. A list of Power Integrations' stockholders of record on the record date is available and subject to inspection by any stockholder during this meeting. As of the close of business on the record date, there were 55,703,980 shares of Power Integrations common stock outstanding and entitled to be voted at this meeting. The presence in person by remote communication or by proxy duly authorized of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote at the meeting constitutes a quorum. . I have been advised by our proxy solicitor that a quorum is present at this meeting, pending final confirmation by the Inspector of Elections.

Thank you, Andrew. So that stockholders attending this meeting have sufficient time to vote, we are opening the polls. It is 8:03 a.m. Pacific Time on June 3, 2026, and the polls are now open. You can vote your shares by clicking on the appropriate link on the meeting website. As a reminder, if you have previously submitted a proxy and do not wish to change your voting instructions, you do not need to vote at this meeting. Voting at this meeting will revoke your prior proxy. We will provide another reminder to vote your shares before we close the polls. You must submit your vote before the polls close for your vote to be counted. [ Sylia Morales ] of Computershare Trust Company has been appointed as the Inspector of Elections to supervise the vote at this meeting. The Inspector of Elections has taken the oath of office, which I direct to be filed with the minutes of this meeting. There are 5 items of business to be voted on today. After I introduce the items of business, there will be an opportunity to ask questions about the proposals. These are the only questions that we will address, and there will not be a general question-and-answer session. The first item of business at this meeting is the election of 7 directors to serve until Power Integrations' 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The nominees for election designated by the Board of Directors are: Wendy Arienzo, Anita Ganti, Nancy Gioia, Balakrishnan Iyer, Jennifer Lloyd, Gregg Lowe and Ravi Vig. The Board recommends a vote for each of its nominees. The second item of business is the advisory vote to approve named executive officer compensation. The Board of Directors recommends a vote for this proposal. The third item of business is to ratify the selection of Deloitte & Touche as our independent registered public accounting firm for the year ending December 31, 2026. The Board of Directors recommends a vote for this proposal. The fourth item of business is to approve the amendment and restatement of the Power Integrations 2016 Incentive Award Plan to increase the number of shares reserved for issuance thereunder as further described in the proxy statement. The Board recommends a vote for this proposal. The fifth item of business is to consider, if properly presented at this meeting, a stockholder proposal related to the separation of the office of Chairman of the Board and the Office of Chief Executive Officer. The Board recommends a vote against this proposal.

Thank you, Jen. As noted, the fifth item of business is to consider if properly presented at this meeting, a stockholder proposal related to the separation of the office of Chairman of the Board and the Office of Chief Executive Officer. This proposal has been submitted by Mr. John Chevedden, a stockholder of Power Integrations. If Mr. Chevedden or his representative is present and wishes to present his proposal here as representative, may do so at this time. . Mr. Chevedden, you may now proceed with your proposal. You have 3 minutes.

Hello. This is John Chevedden, Proposal 5, Independent Board Chairman. [indiscernible] requested the Board of Directors opted an enduring policy and amend the governing documents. In order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible. The Chairman of the Board shall be an Independent Director, a Lead Director shall not be a substitute for an independent Board Chairman. The Board shall discretion and select the Interim Chairman of the Board, who is not the Independent Director to serve while the Board is required to seek an independent Chairman of the Board on an accelerated basis. An independent Board Chairman at all times improves corporate governance by bringing in partiality, objective oversight and external expertise to Board decisions, mitigating conflicts of interest, enhancing transparency and boosting shareholder confidence. This detached perspective allows the Chairman to focus on shareholder interest, strengthen management accountability and provide critical checks and balances ultimately contributing to long-term sustainability and profitability. Now it could be a good time for a change since Power Integrations stock was at $110 in 2021 and at only $84 now in spite of a robust stock market. This proposal received 45% support at the 2025 Power Integrations Annual Meeting without any special efforts as the proponent. This 45% support represented more than 50% support from the shares that have access to independent proxy voting advice. Please vote for an independent Board Chairman, Proposal 5. Also, it's unfortunate that street name shareholders cannot submit questions to this Annual Shareholder Meeting.

Thank you. This proposal is duly placed before this meeting. For the reasons described in our proxy statement, our Board of Directors recommends a vote against the proposal submitted by Mr. Chevedden. The polls are open for stockholders to vote. You can vote your shares by clicking on the appropriate link on the meeting website. As a reminder, if you have previously submitted a proxy and do not wish to change your voting instructions, you do not need to vote at this meeting. Voting at this meeting will revoke your prior proxy. You must submit your vote before the polls close for your vote to be counted. We will now address any questions concerning the business before the meeting. Stockholders who have completed the registration process in advance of the meeting may submit questions by typing in the Ask a Question box and clicking the send button. At this time, we've not received any relevant stockholder questions. We will now pause to give stockholders a final opportunity to vote. The polls will close very shortly. [Voting]

It is now 8:09 a.m. Pacific Time on June 3, 2026, and the polls are now closed. Based on the preliminary count, stockholders have elected all 7 of Power Integrations nominees, approved on a nonbinding advisory basis, Power Integrations' named executive officer compensation, ratified the selection of Deloitte & Touche as Power Integrations' independent registered public accounting firm, approved the amended and restated Power Integrations 2016 Incentive Award Plan, and did not approve the stockholder proposal related to the separation of the office of Chairman of the Board and the Office of Chief Executive Officer. We will announce final results as soon as they are available.

This concludes the formal portion of the meeting, and the meeting is now adjourned. We express our sincere appreciation to those stockholders who attended the meeting as well as to those who submitted their proxies but were unable to be present at the meeting. We are grateful for your interest in and support of Power Integrations.

This concludes the meeting. You may now disconnect.