AGM 2021

May 12, 2021

Hello, and welcome to the Annual Meeting of Stockholders of MaxLinear Inc. Please note that today's meeting is being recorded. During the meeting, we will have a question and answer session. You may submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Doctor. Shinjuku, Chairman and CEO of MassLinear Inc. Doctor. Shinjuku, The floor is yours. Thank you, operator. Welcome, everyone. Good morning, ladies and gentlemen. I am Kishore Seindripu, CEO and Chairman Of MaxLinear's Board of Directors, it's a pleasure to welcome you to our 2021 Annual Meeting of Stockholders of MaxLinear. Before proceeding further, I would like to introduce the company's Board of Directors who are present virtually at this meeting. We have Mr. Tom Pardon, who is our Lead Director Mr. Greg Dougherty, Mrs. Carolyn Weaver, Doctor. Ted Tewksbury, Mr. Albert Moyer, Mr. Daniel Artusi and Mr. Don Schrock, along with our Board of Directors, we also have in attendance our Chief Financial Officer, Mr. Steve Litchfield Our Chief Accounting Officer, Connie Kuang and our Counsel, Mr. Robert Carnegie of Billson, Sonsini, Gutig and Rosati We'll also act as the secretary of the meeting and record the minutes of the meeting. We also have in attendance the Inspector Of the election year, Ori Matheny of Computershare Trust Company, who will serve as the Inspector for the election for this annual meeting. Today's meeting, the agenda is going to be held in accordance with the company's bylaws and Delaware laws. During the meeting, we will address the matters described in the company's proxy statement dated April 12, 2021. When we complete the balloting, we'll announce the results of the vote and then we'll adjourn the formal meeting. After We will now proceed with the formal portion of this meeting. I have received an affidavit that confirms that the notice, the proxy statement, the proxy were mailed on April 13, 2021 To all stockholders as of March 29, 2021, we have at this meeting a list of the stockholders as of that date. We will also be filing the affidavit with the minutes of this meeting. Also, the Inspector of Election Has signed the oath of the Inspector of the election, which will also be filed along with the minutes of this meeting. The Inspector of Elections advised me that we have a quorum To convene this meeting and based on The number of votes that we have received by way of the proxy. I want to go through the voting procedure for the purpose of this meeting. We will vote by proxy and virtually via the Internet today. For all proposals to be voted upon at this annual meeting, Each holder of our common stock is entitled to 1 vote for each share of common stock held of record in the close of business on the record date. If you have turned in a proxy and do not intend to change your vote, then it is not necessary to vote at this meeting virtually or otherwise. Those of you not turning your proxy or wish to change your vote may do so by clicking the Cast Your Vote link on the website Used to access this meeting and following the instructions. The most cats today will be counted in the final tally along with the proxies previously received. The time right now is 8:33 am on May 12, 2021 and we declared the polls In front of us, the first topic is election of 3 Class III directors. This item has been discussed on Pages 20 and 21 of the proxy statement. For the benefit of everyone, the company's Board of Directors has presently 9 members and is divided into 3 classes, Currently, the Board consists of 3 Class 1 Directors, 3 Class 2 Directors and Class 3 Directors. The directors of the stockholders' elective meeting will hold office until 2024 Annual Meeting of Stockholders or until their successors or duly elected and qualified. As indicated in the proxy statement, the Board of Directors have nominated Kishore Seindripu, Thomas Pardon and Mr. Greg Doherty, who are currently serving as Directors of the company to serve as our Class III Directors. Pursuant to this notice of this annual meeting and proxy statement dated April 12, 2021, the proxy solicited by the Board of Directors will be voted in favor of the nominees. The company's bylaws require that a stockholder wishing to nominate the director candidate provide advanced notice to the company's Of the stockholders' intent, no such notice was received. Accordingly, I declare the nomination directed by Common Stock closed. So the advisory vote to approve named executive officers' compensation, the next order of business is the approval on an advisory basis Of the compensation of our named executive offices for the year ended December 31, 2020, as set forth in the proxy statement, also known as the say on pay proposal. This item is discussed on Pages 2526 of the proxy statement. Our stockholders are being asked to vote on the following resolution. Resolve that the stockholders hereby approve Pursuant to Item 402 of Regulation S K included in the section caption Exterior Compensation, the subsection caption Compensation discussion and analysis, the tabular disclosures regarding executive compensation and the accompanying narrative disclosures set forth in the proxy statement Relating to MaxLin's 2021 Annual Meeting of Shareholders, our Board of Directors recommends a vote for this proposal. Additionally, we would like ratification of the appointment of Grant Thornton LLP as our Independent auditor. While it is not binding to require a shareholder approval on this matter, it is a matter of good practice and we also seek The ratification of the appointment of Grant Thornton. We have no other Business items on the table here. So, we I will now I request you to complete your voting and wait for your voting to be completed. I now declare the closing of the polls at 8:30 8:40 am on May 12, 2021, And I request the Inspector Collection to inform us the results of the voting. Currently, the results of our voting are as follows: For the selection of the Class III directors, Tishore Bissendro has received Thomas Hardin has received 61,915,665 votes. Gregory Dougherty has received 59,614,938 votes. For the proposal for executive compensation, the total vote for our 61,696,004 For approval of the auditors of Ren Thornton, they have received Thank you, Audrey. These are the preliminary results of our voting. A definitive report of the results of the votes and such proposal will be filed within minutes of this meeting. The final results will also be reported in our filings with the SEC. There will be no further business to come before this meeting. The meeting is now adjourned. Thank you for your attendance. This brings the formal business part of the meeting to an end. We will now proceed with our question and answer session. There being no further questions, I want to thank all of you for attending today's meeting and for the interest you have shown in the affairs of our company. We very much appreciate your attendance and as always thank you for your support. So we now declare the meeting closed. Thank you. This does conclude the meeting. You may now disconnect and have a pleasant day.