Good morning and welcome to the 2025 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 Mr. Bernie Blegen, Executive Vice President, Chief Financial Officer. Mr. Blegen, you may begin.
Thank you. Good morning, ladies and gentlemen. My name is Bernie Blegen, and I am Chief Financial Officer of Monolithic Power Systems. I will act as Secretary of the meeting and record the minutes. It is a pleasure to welcome you to the MPS annual meeting of stockholders. The meeting is now called to order. I have an affidavit signed by Computershare that the annual meeting notice mailing was completed on May 1st, 2025, to all registered stockholders of record at the close of business on April 16th, 2025. Additionally, I have an affidavit signed by Broadridge Financial Solutions that the annual meeting notice mailing to the beneficial shareholders was completed on April 30th, 2025. 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 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 transacting such business as may properly come before it. If you have already cast your votes, we have counted your votes. 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 three directors to serve until the annual meeting in 2028 and until their successors are duly elected and qualified. The following three directors are nominated by the Board of Directors: Herbert Chang, Michael Hsing, and Carintia Martinez. The second item of business is ratification of the 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 31, 2025. The stockholders are voting on whether to ratify this appointment. The third item of business is an advisory vote on the 2024 compensation of the company's executive officers, as disclosed in the compensation discussion and analysis in the proxy statement. This item is commonly referred to as a say-on-pay vote.
The fourth item of business is a vote on management proposal to amend and restate our certificate of incorporation to declassify the Board of Directors. The fifth item of business is a vote on a stockholder proposal to give stockholders who hold 10% of our common stock the right to call a special meeting. I now invite the proponent of the proposal, John Chevedden, to present this proposal. Operator, could you please open Mr. Chevedden's line?
Mr. Chevedden, your line is now live.
Hello, this is John Chevedden. Proposal five, special shareholder meeting improvement. Charles requests that the Board of Directors take the steps necessary to amend the government documents to give the owners of combined 10% of our standing common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an online meeting. This proposal was successful in triggering the Monolithic Power Systems Board of Directors to adopt a Monolithic Power Systems shareholder right to call for a special shareholder meeting after this proposal was submitted. However, the Board of Directors adopted one of the most difficult-to-use shareholder rights to call for a special meeting in corporate America. It's almost unheard of for a company to have such a right that requires more than 25% of the shares outstanding, yet Monolithic Power Systems made the requirement 30% of all shares outstanding.
The Board of Directors excluded all shares not owned for one continuous year, which are the most likely shares to make use of the right to call for a special shareholder meeting. There is no concern in allowing 10% of shares to call for a special shareholder meeting, as called for in this proposal is too easy. It is almost unheard of for any special shareholder meeting called for by shareholders to ever occur at any company, even though a significant number of companies allow 10% of shareholders to call a special shareholder meeting. The reason to have this right is that with this right in place, companies are more likely to engage productively with their shareholders because shareholders have an alternative ability to call for a special shareholder meeting.
On the other hand, with the widespread use of online shareholder meetings, it's much easier for a company to conduct a special shareholder meeting for important business matters, and the Monolithic Power Systems bylaws need to be updated accordingly. Please vote yes, special shareholder meeting improvement proposal five.
Thank you, Mr. Chevedden. With no additional matters, 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 were 43.9 million shares of common stock entitled to vote represented at this meeting, either in person or by proxy, comprising 91.7% of the outstanding common stock of the company as of the record date of April 16th, 2025. In voting for directors, I hereby report that 38.8 million shares were in favor of the appointment of Herbert Chang, 40.0 million shares were in favor of the appointment of Michael Hsing, and 38.6 million shares were in favor of the appointment of Carintia Martinez. All three directors are re-elected.
In voting for the ratification of Ernst & Young as auditors of the company, I hereby report that 43.9 million shares were in favor of the appointment. The appointment of Ernst & Young as the company's independent auditors is ratified. In voting for the say-on-pay proposal, I hereby report that 40.7 million shares were in favor of the proposal. The executive compensation is approved. In voting for the management proposal to declassify the Board of Directors, I hereby report that 42.1 million shares were in favor of the proposal. The proposal is approved. In voting for the stockholder proposal to give stockholders who hold 10% of our common stock the right to call a special meeting, I hereby report that 24.6 million shares were in favor of the proposal. The proposal is 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?
No, there's no question.
The meeting is now adjourned. Thank you very much.
This concludes the meeting. You may now disconnect.