Synaptics Incorporated (SYNA) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Synaptics Inc. Our host for today's call is Michael Hurlston, President and CEO. [Operator Instructions] I will now turn the call over to your host, Mr. Hurlston. You may begin, sir.

The meeting, please, come to order. I am Michael Hurlston, President and Chief Executive of Synaptics. In accordance with our bylaws, I will act as Chairman of the meeting. Welcome to our 2020 Annual Meeting of Stockholders. We appreciate your attendance, your interest and most importantly, your support of Synaptics. [Operator Instructions] During the meeting, questions from stockholders should pertain to the proposals being considered at that particular time. Stockholders wishing to ask other questions will be given an opportunity to do so following the meeting. We would like to welcome the directors of Synaptics who are in attendance today. Synaptics executives who are in attendance are Dean Butler, our Chief Financial Officer; and John McFarland, our Senior Vice President, General Counsel and Secretary, who will serve as secretary for the meeting. Also attending this meeting is Nate Evans of KPMG LLP, our independent auditor. Although KPMG has indicated that it does not wish to make a statement, Mr. Evans is available to respond to appropriate questions during the question-and-answer period. In addition, Kristina Veaco, of the Veaco Group, has been appointed and will serve as the independent inspector of the election for this meeting. We received her oath of inspector of election, which will be filed with the minutes of this meeting. I will now ask the secretary to report on the mailing of notice for this meeting.

I have received an affidavit of mailing from Broadridge Financial Solutions, the company's investor communications agent, certifying as to the giving of notice of this meeting and sending to stockholders of record as of September 2, 2020, the notice of Internet availability of proxy material commencing on September 8, 2020. The 2020 annual report, which includes financial statements certified by KPMG was sent or made available to each stockholder entitled to vote at this meeting.

The secretary has a list of the holders of record of common stock of the company at the close of business on September 2, 2020. This list of stockholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is available for inspection during this meeting by any stockholder on the website used to access this meeting. The secretary will file a copy of the list of stockholders with the records of the company. Mr. McFarland, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present?

Mr. Chairman, on September 2, 2020, the record date for this annual meeting, there were outstanding and entitled to vote a total of 34,262,865 shares of common stock. I have been informed by the inspector of election that there are 32,443,759 shares of stock represented by proxy or approximately 95% of all the shares entitled to vote at this annual meeting. The shares so represented exceed 50% of the total shares entitled to vote at this meeting and thus constitute a quorum.

Thank you, Mr. McFarland. On the basis of the reports of the secretary and the inspector of election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened.

It is 9:05 a.m. Pacific time on October 27, 2020, and the polls for voting on all matters are open. All Synaptics stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the inspector of election will provide her preliminary report.

The next matter to come before the meeting is the approval of the proposals. Mr. McFarland, please review the proposals.

The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing 2 Class III directors for a term expiring at the 2023 Annual Meeting of Stockholders. The nominees are Nelson Chan and Susan Hardman. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Proposal 2 asks stockholders to approve an advisory resolution approving the fiscal year 2020 compensation of the named executive officers described in our proxy statement as follows: resolved that the stockholders of the company approve on an advisory basis the compensation of the company's named executive officers, as disclosed in the compensation discussion and analysis and the related tabular and narrative disclosures set forth in the fiscal year 2020 proxy statement. The next matter to come before the meeting is the ratification of the appointment of KPMG LLP to serve as the company's independent auditor and to audit the company's financial statements for the fiscal year ending June 26, 2021. The next matter to come before the meeting is a resolution for approval of the company's amended and restated 2019 equity and incentive compensation plan. If proposal 4 is approved by our stockholders, the amended and restated 2019 plan will become effective upon the date of the annual meeting. In the event that our stockholders do not approve proposal for the amended and restated 2020 -- 2019 plan will not become effective and the existing 2019 plan will continue in its current form.

Are there any questions on proposals 1 through 4? Okay. With no questions, the polls are about to close. So if you have not yet voted, please do so. [Voting]

Since all those desiring to vote have done so, I hereby declare the polls for voting on these matters before the meeting closed at 9:06 a.m. Pacific Standard Time. The inspector of election has delivered her preliminary report to the secretary, who is now prepared to announce the preliminary results.

Mr. Chairman, based on the inspector of election's preliminary report, each of the 2 persons nominated for director has received the majority of the votes cast and has been elected as director of the company to serve for a 3-year term that will expire in 2023. The resolution approving, on an advisory basis, the compensation of our named executive officers for fiscal 2020 as such compensation is disclosed in the proxy statement has been approved. The appointment of KPMG LLP as the company's independent auditor has been ratified, and the company's amended and restated 2019 equity and incentive compensation plan has been approved.

I directed the final report of the inspector of election be filed with the records of this meeting. We expect to report the final results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting. That concludes the business for this meeting. The meeting is now adjourned. I now invite you to ask any questions you may have regarding the company and its business. Please allow -- please follow the instructions provided on the website used to access this call to submit questions. There are no questions. With that, ladies and gentlemen, thank you for attending today's meeting.

This now concludes the meeting. Thank you for joining, and have a pleasant day.