Synaptics Incorporated (SYNA) Earnings Call Transcript & Summary

Welcome to the 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.

Meeting, please come to order. I am Michael Hurlston, President and Chief Executive Officer of Synaptics. In accordance with our bylaws, I will act as Chairman of the meeting. Welcome to our 2021 annual meeting of stockholders. We appreciate your attendance, your interest and, most importantly, your support of Synaptics. [Operator Instructions] During the meeting, stockholders should limit questions to the proposals being considered at that particular time. There will be a general question-and-answer period following the meeting. We would like to introduce the directors of Synaptics who are in attendance today. We welcome Nelson Chan, our Board Chair; Kiva Allgood; Jeff Buchanan; Keith Geeslin; Susan Hardman, Patricia Kummrow; and James Whims. 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 David Greed of KPMG LLP, our independent auditor. Although KPMG has indicated that it does not wish to make a statement, Mr. Greed is available to respond to appropriate questions during the general 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 have 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 1, 2021, the notice of internet availability of proxy material commencing on September 8, 2021. The 2021 annual report, which includes financial statements certified by KPMG, was sent or made available to each stockholder entitled to vote at the meeting.

The secretary has a list of the holders of record of common stock of the company at the close of business on September 1, 2021. This list of stockholders has been open for examination of 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 this virtual meeting website. 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 1, 2021, the record date for this annual meeting, there were outstanding and entitled to vote a total of 39,103,159 shares of common stock. I've been informed by the inspector of election that there are 36,106,342 shares of stock represented by proxy or approximately 92% of all of 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 9:04 a.m. on October 26, 2021, 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.

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 3 Class 1 directors for a term expiring at the 2024 Annual Meeting of Stockholders. The nominees are Jeffrey Buchanan, Keith Geeslin and James Whims. 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 2021 compensation of the named executive officers described in our proxy statement as follows, "Resolved that the compensation paid to the company's named executive officers as disclosed in the company's fiscal year 2021 proxy statement pursuant to the Securities and Exchange Commission's executive compensation disclosure rules, which disclosure includes the Compensation Discussion and Analysis section, the compensation tables and the narrative discussion that accompanies the compensation tables, is hereby approved." 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 for the fiscal year ended June 25, 2022. The final matter to come before the meeting is the 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 today. In the event that our stockholders do not approve proposal 4, the amended and restated 2019 plan will not become effective and no changes will be made to the existing plan.

Are there any questions on proposals 1 through 4? Polls are about to close so if you have not yet voted, please do so. [Voting]

Since all of those desiring to vote have done so, I hereby declare the polls for voting on the matters before this meeting closed at 9:07 a.m. 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 persons nominated for election has received a majority of the votes cast and has been elected as a director of the company to serve for a 3-year term that will expire in 2024. The resolution approving on an advisory basis, the compensation of our named executive officers for fiscal '21 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 direct that 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 the next 4 business days. That concludes the business for this meeting. The meeting is now adjourned. I now invite you to ask any questions you might have regarding the company and its business. Please follow the instructions provided on the website used to access this call to submit questions. Ladies and gentlemen, thank you for attending today's meeting.

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