AGM 2020

Jun 8, 2020

Hello, and welcome to the Annual Meeting of Stockholders of MaxLinear Incorporated. Please note that today's meeting is being recorded. During the meeting, we'll have a question and answer It is now my pleasure to turn today's meeting over to Doctor. Xinjrupu, Chairman and CEO of MaxLinear Inc. Doctor. Xinjrupu, the floor is yours. Thank you very much. Welcome all to MaxLinear's 2020 annual shareholders meeting. Today as a part of the agenda for the meeting beyond the proposals we need to take a vote for, we will introduce our board of directors executive offices, net indents, our legal counsel, or auditors, an Inspector of Election. The Inspector of Election to the Eastern Computers share that Audrey Metany. We have our board of direct all of our board of directors either in person or attending virtually. We are Mr. Tom Barton, our Lead Director. Mr. Boat Moyer, our, Chair of the Finance Audit Committee miss Carolyn Beaver, our audit committee member. We have Mr. Dawn Schrock, our chairman of the governance committee, Doctor. Dick Tewkesbury, Mr. Daniel Autuzzi, all in attendance. And also, Mr. Greg Doherty, who recently joined our board So with that, I'll also introduce our legal counsel, Mr. Rob Carnegie from our Wilsons and Sini law firm. We all say Mr. Jeff Meghum, who will present the Autifurn Brand Tortan and myself, the CEO of MaxLinear. With that, I will move to the formal business of the Gathering here. The inspector has also taken a written, both that is in good standing so to speak. Okay. With that, let me move to the business portion of the share of the meeting. I have received an evidence of mailing stating that the notice proxy proxy statement and stock remained on May 5, 2020 to all stockholders of record on April 27 2020. The record date of this annual meeting, we have a list of the stockholders as of that date. The affidavit of mailing be filed with the minutes of this meeting. The Inspector election signed the vote of the Inspector election, which will also be filed along with the minutes of this meeting. The Inspector election tells me that we have a quorum, a presently person at the virtual meeting and by proxy, a substantial number of shares to constitute a quorum. So the meeting is duly constituted. The voting procedure for the purposes of this annual meeting, we will vote by proxy and virtually by our incident today. For all proposals to be voted according to an annual meeting, each holder of our common stock is entitled to one vote for each share of common stock held of record at the close of business on the record date. If you have turned in the proxy and do not intend to change your vote, it is not necessary that you vote at this virtual meeting because you'll count your proxy. Those of you did not turn in proxy or wish to change your vote may do so by clicking the cashier vote link on the website used to access this meeting and following the instructions. The votes cast today will be counted in the final tally along with the proxies previously received. It is now 11:33 am, Pacific Standard Time. On June, 2020, and the polls are now open. The 1st order of business is the election of 3 class 2 directors by holders of common stock This item was discussed on pages 1718 of the proxy statement. The company's Board of Directors presently has 8 members and is divided in 3 classes each with a 3 year term. Currently, the board consists of 2 class 1 directors, 3 class 2 directors and 3 class 3 directors. As indicated, the directors that the stockholders elect at today's meeting in Old Office until 2023 annual meeting of shareholders or until their successes are duly elected and qualified. As indicated, the company's proxy statement, the Board of Directors nominated Doctor. Theodore Tewkesbury, Mr. Albert Moyer and Carolyn Beeville, who are currently serving as the directors of the company to serve as our class 2 directors First hand to the notice of this annual meeting in the proxy statement dated April 28, 2020, the proxy solicited by the Board of Directors will be voted in favor of the nominees. The company's bylaws required that a stockholder Vishing denominated Director that note to the company of the stockholders stated, note that notes was received. Accordingly, I declared the nominations for directors elected by the common stock closed. So, we also have an advisory vote to approve named executive officer compensation. This is on an advisory basis of the compensation of our days executive offices for the year ended December 31, 2019, as set forth in the proxy statement as required by the Dodd Frank and more commonly known as the CEO on paper proposal. Decided to be discussed on pages 21 and 22 of the proxy statement. Our stockholders will be asked both on the following resolution, a result that the stockholders yield by approved on an advisory basis in a non binding vote, the competition of Maxxinior Incorporated named Executive officers, as disclosed in this proxy statement pursuant to item 202 of regulation and case, including the section caps caption executive compensation, the subsection caption compensation discussion analysis, the tabular disclosures regarding the executive compensation, and the accompanying Heritage Disclosure set forth in the proxy statement of Max's 2020 annual shareholders meeting of the stockholders. Our Board of Directors recommend the vote for this proposal. We also have ratification of the appointment of Grant Tortan LLP This is the final order of the business. And, this is the ratification of the appointment by the Audit Committee of our Board of Directors of Grant Thornton LP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, which was discussed on page 23 of the proxy statement. The Audit Committee for Board of Directors selects the company's independent registered public accounting firm annually. The Audit Committee has appointed Grant Thornton LLP as an independent registered public accounting firm for the fiscal year ending December 31, 2020. The audit company is asking the stockholders for ratification of their appointment. Even though the stockholder ratification is not required by the companies by law, However, the audit committee is submitting the appointment of the stockholders for ratification as a matter of good corporate practice. You finalize about the business is to transact such as a business as may properly come before the meeting. Since none was supposed, there are no further items of business for the meeting. We will now briefly, we'll now open the polls for voting for all the three proposals above. So, okay. And those who want to vote electronically virtually can can do so as well right now. So, we'll give you 30 seconds to close your voting. It is now 11:40 am on June 8, 2020 Pacific Standard Time and the polls for each matter to be voted at this annual meeting are now closed. To issue various proxies or goals and changes of risk or revocation will be accepted. The Inspector of Election will now tablet the seats and both summing up virtually via the internet. Can the Inspector or production fleets Sure. The results of the wording, please? Yes. Regarding proposal number 1, the election of class 2 directors to hold office until the 2023 annual meeting of stockholders for Carol and Beaver, votes for 63,700 and 71,174,110,653 votes against. 32,084 votes for, to abstain and 5,900 66,598 vote non votes. For Albert Moyer, $48,571,264 against 15,000,000 315,398, of sustained 27,250. For Doctor. Theater to expiry of $453,0885. Against 10,855,855,045, upstaying 26,982. Regarding proposal number 2, the approval of named executive compensation, the votes were as follows: for $61,151,043 against 2,271,782 of STAN 491,087,5,966,598 non votes. Regarding proposal number 3, the ratification of the grant Thornton LLP as company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes were as follows: For the 4, votes $69,786,787 against 16,826 and that sustained votes were 76,897. So, thank you very much. There'd be no further business to company for this meeting. The meeting is adjourn. Thank you for your attendance. This brings the formal part of the business of the meeting to an end. We'll now proceed with our question and answer answer section of the meeting. Do I have any questions from stockholders in attendance? There's none right now. As there being no questions, from stockholders for this particular meeting, I would like, I would like to close the annual shareholders meeting formally. Thank you very much. This concludes the meeting. You may now disconnect.