Monolithic Power Systems, Inc. (MPWR)
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AGM 2023

Jun 15, 2023

Operator

Good morning, welcome to the 2023 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, Vice President, Strategic Corporate Development and General Counsel. Ms. Tseng, you may now begin.

Saria Tseng
VP of Strategic Corporate Development and General Counsel, Monolithic Power Systems

Thank you. Good morning, ladies and gentlemen. My name is Saria Tseng, and I'm General Counsel of Monolithic Power Systems. I will act as secretary of the meeting and report the minutes. It is a pleasure to welcome you to the MPS 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: Bernie Blegen, Chief Financial Officer; Evan Kass, who is a Partner with our independent audit firm, Ernst & Young. I have proof by affidavit, signed by Computershare, that the annual meeting mailing was completed on May 2nd, 2023, to all registered stockholders of record at the close of business on April 20th, 2023. Additionally, I have an affidavit signed by Broadridge Financial Solutions that the annual meeting material mailing to the beneficial stockholder was completed on May 1st, 2023.

These affidavits, together with copies of the annual meeting notice, proxy statements, and proxy card, 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 the 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 duly convened for purposes of transaction, such business as may properly come before it. If you have already cast your vote, we have counted your vote. Those of you who have not yet voted and have properly registered with Computershare to attend this virtual meeting, you may vote during the webcast and your votes will be counted.

The first item of business is the nomination and election of two directors to serve until the annual meeting in 2026 and until their successors are duly elected and qualified. The following two directors are nominated by the board of directors, Victor K. Lee and James C. Moyer. The second item of business is ratification of 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 31st, 2023. The stockholders are voting on whether to ratify the appointment. The third item of business is an advisory vote on the 2022 compensation of the company's executive officers, as disclosed in compensation discussion and analysis in the proxy statement. This item is sometimes referred to as Say-on-Pay vote. The fourth item of business is an advisory vote on the frequency of future Say-on-Pay votes.

The fifth item of business is approval of the company's amended and restated 2004 Employee Stock Purchase Plan. I now declare the polls closed. As Inspector of Election, I would like to report on the preliminary results of votes cast. I hereby report that there are 44.4 million shares of common stock entitled to vote represented at this meeting, either in person or by proxy, comprising 93.7% of the outstanding common stock of the company as of the record day of April 20, 2023. In voting for directors, I hereby report that 33.5 million shares were in favor of the appointment of Victor K. Lee, and 33.7 million shares were in favor of the appointment of James C. Moyer. Both directors are here, therefore, reelected.

In voting for the ratification of Ernst & Young as auditors of the company, I hereby report that 44.4 million shares were in favor of the appointment. The appointment of Ernst & Young of the company's independent auditors is thereby ratified. In voting for the Say-on-Pay proposal, I hereby report that 24.5 million shares were in favor of the proposal. The executive compensation is therefore approved. In voting for the frequency of future Say-on-Pay proposal, I hereby report that 42.8 million shares were in favor of conducting the proposal every year. In voting for the amended and restated 2004 Employee Stock Purchase Plan proposal, I hereby report that 42.9 million shares were in favor of the proposal. The Employee Stock Purchase Plan 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 four business days. This concludes the formal proceedings. The meeting is now open for questions. Alfred, are there any questions?

Speaker 3

Yes, there's one question. Shelly wants to know if the board has considered the adoption of a majority vote standard for the election of directors?

Saria Tseng
VP of Strategic Corporate Development and General Counsel, Monolithic Power Systems

I'm happy to take that question. Yes. The answer is yes. The board has considered to adopt a majority vote standard, and there has been a discussion in the board meeting. Although there is no final decision on that one, the board continue to have that discussion.

Speaker 3

Yeah, I have one more question.

Saria Tseng
VP of Strategic Corporate Development and General Counsel, Monolithic Power Systems

Thank you. The meeting is now adjourned.

Operator

This concludes the meeting. You may now disconnect.

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