All right. Good morning. Good morning, everyone. I'm Joe Shiffler, Director of Investor Relations at Power Integrations. Before I turn it over to Balu, I'd like to cover a couple of housekeeping matters relating to today's virtual meeting. Hopefully, everyone has voted by one of the methods outlined in the proxy materials. If you're a stockholder of record, or if you have a legal proxy and would like to vote during the meeting, you will need to print a blank ballot from our investor website, investors.power.com, complete it manually, including your 16-digit control number, along with proof of identification and email that to ir@power.com.
Ballots must be received prior to the closing of the polls, which will be just a few minutes from now, so I'd urge anyone planning on voting today to do that now. Second, there will be opportunities to ask questions about the proposals during the meeting, and we'll have an informal Q&A session after the formal meeting is adjourned. If you'd like to ask a question, please click the raise hand icon in the lower portion of the Webex interface. When we're ready to take your question, you'll receive a prompt on your screen to unmute your audio so that you can ask your question out loud. With that, I'll turn it over to Balu.
Good afternoon. I am Balu Balakrishnan, and I am the President. Actually, good morning. I'm Balu Balakrishnan. I'm the President and Chief Executive Officer and Chairman of the Board of Directors of Power Integrations, Inc, and will be acting as Chairman of this meeting. I'm happy to welcome you to the Power Integrations, Inc 2025 Annual Meeting of Stockholders. Before I call the meeting to order, I'd like to introduce to you the members of the Board and the business team who are with us today. The other members of the Board with us today are Wendy Arienzo, Anita Ganti, Nancy Gioia, Balakrishnan Iyer, Gregg Lowe, and Ravi Vig.
Next, I'd like to introduce Sandeep Nayyar, Vice President and Chief Financial Officer, who is also attending today's meeting. David Segre of Cooley LLP, the company's outside legal counsel, will be acting as Secretary of this meeting. Tim Dike of Deloitte & Touche LLP, the company's independent registered public accounting firm, is available to respond to appropriate questions. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. After the formal part of our meeting, we will give you an opportunity to ask any questions you may have. Will the Secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders' list?
Thank you, Balu. I have at this meeting a complete list of the stockholders of record of the company's common stock on March 17th, 2025. That's the record date for this meeting. I also have an affidavit certifying that on or about March 31st, 2025, a notice of internet availability of proxy materials was deposited in the U.S. mail to all stockholders of record at the close of business on March 17th, 2025.
At this time, I'd like to introduce Joe Shiffler, Power Integrations Director of Investor Relations. I'm appointing Mr. Shiffler to act as Inspector of Election at this meeting. Mr. Shiffler has taken and subscribed the customary oath of office to execute his duties with strict impartiality, which will be filed with the records of this meeting. His function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the Secretary please report at this time with respect to the existence of the quorum?
Yes. I have been informed by Mr. Shiffler, the Inspector of Elections, that proxies have been received for a sufficient number of shares so that we have a quorum present at the meeting, and we may now carry out the official business of the meeting. Any additional ballots may be submitted to the Inspector of Election electronically by email to ir@power.com and must be received by the close of voting.
We will now proceed with the formal business of this meeting. There are six proposals to be considered by the stockholders at this meeting. The time is now 8:05 A.M. Pacific Time on Thursday, May 15th, 2025, and the polls are now open for voting on all matters to be presented. There are five company proposals and one stockholder proposal to be considered by the stockholders at this meeting. Each of the proposals will be presented in the order in which they appear in the company's notice of annual meeting and proxy statement. Please note that only properly submitted proposals, which are listed in the proxy materials previously distributed to you, will be considered at this meeting. The polls will be closed to voting after we go through the matters to be voted on.
As I mentioned, we will be considering and voting on a proposal that was submitted by one of our stockholders, John Chevedden of Redondo Beach, California. At this time, I'd like to introduce Mr. Chevedden, who is in attendance at our meeting today. Given Mr. Chevedden's presence at the meeting and in the interest of time, I am deeming the stockholders' proposal to be properly presented before the meeting. I will now recognize Mr. Chevedden for the period of no more than five minutes to make a statement regarding his proposal. Mr. Chevedden, please proceed with your statement. The Secretary will signal you when you have two minutes remaining.
Hello, this is John Chevedden, Proposal 6, Independent Board Chairman. Charles requests that the Board of Directors adopt a during policy and amend the governing documents in order that two separate people hold the office of Chairman and the office of the CEO. Whenever possible, the Chairman of the Board shall be an independent director. The Board has the discretion to select a temporary Chairman of the Board who is not an independent director to serve while the Board is seeking an independent Chairman of the Board on an expedited basis. It is a best practice to adopt this policy soon. However, this policy could be phased in when there is a contract renewal for a current CEO or for the next CEO transition.
The roles of Chairman and CEO are fundamentally different and should be held by two directors, a CEO and a Chairman who is completely independent of the CEO and the company. A lead director is no substitute for an independent board chairman. It is especially worth considering the option of an Independent Board Chairman, given the recent serious decline in the stock price from $108 in 2021 to $54 now. The ascending complexities of a modern company increasingly demand that two people fill the two most important jobs on a during basis: Chairman and CEO. I was told that this proposal preliminary received 45% support, which is impressive given the great shareholder inertia to vote against a management recommendation. Please vote yes, support for an Independent Board Chairman, Proposal 6.
Thank you, Mr. Chevedden. Now, returning to the several items presented at this meeting. The first item of business today is the election of eight directors to serve until the 2026 annual meeting of stockholders and until their successors are elected and qualified. The nominees for directors of the company are Wendy Arienzo, Nicholas Brathwaite, Anita Ganti, Nancy Gioia, Balakrishnan Iyer, Gregg Lowe, Ravi Vig, and Balu Balakrishnan. Is there any discussion? If so, please use the raise hand icon to indicate that you would like to ask a question.
There is no discussion.
The second item of business today is the advisory vote on the compensation of the company's named executive officers as described in the proxy statement. The stockholders have been asked to vote on an advisory basis on the following resolution: Resolved, that the compensation paid to Power Integrations named executive officers, as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion, is hereby approved. Is there any discussion? If so, please use the raise hand icon to indicate that you would like to ask a question.
There is no discussion.
The third item of business today is the ratification of the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent auditors of the company for the fiscal year ending December 31st, 2025. Is there any discussion? If so, please use the raise hand icon to indicate that you would like to ask a question.
There is no discussion.
The fourth item of business today is to approve the amendment and restatement of the Power Integrations, Inc restated certificate of incorporation to eliminate supermajority voting requirements as described in the proxy statement. Is there any discussion? If so, please use the raise hand icon to indicate that you would like to ask a question.
There is no discussion.
The fifth item of business today is to approve the amendment and restatement of the Power Integrations, Inc 2016 incentive award plan to increase the maximum dollar value of equity awards and cash paid to non-employee directors in any single fiscal year from $300,000- $750,000 as described in the proxy statement. Is there any discussion? If so, please use the raise hand icon to indicate that you would like to ask a question.
There is no discussion.
The sixth item of business today is to consider a stockholders' proposal submitted by John Chevedden requesting the Board of Directors to adopt a policy and amend governing documents in order that two separate individuals hold the office of Chairman of the Board and the office of Chief Executive Officer. Is there any discussion? If so, please use the raise hand icon to indicate that you would like to ask a question.
There's no discussion.
That was the final proposal for today's meeting. The Secretary will now describe the voting procedures.
Yeah. Voting is by proxy and written ballot. Each share of common stock is entitled to one vote. As noted in the proxy statement, unlike the other items being considered today, the fourth item, the amendment and restatement of Power Integrations' restated certificate of incorporation to eliminate supermajority voting requirements requires the affirmative vote of at least 66 and 2/3 of the outstanding voting power of the company. This is the last call to submit a ballot electronically by email to the Inspector of Elections at ir@power.com as the polls are about to close. Will the Inspector of Elections please let us know if any additional ballots have been submitted?
No additional ballots have been submitted.
The time right now is 8:14, and the polls are now closed for voting. May we have the results of the voting, please?
Yes. I'm in possession of the report of the Inspector of Elections covering the proposals presented at this meeting, and it reflects that all nominees for Director have been elected, that proposals two, three, four, and five have passed, while proposal six, the stockholder advisory proposal to separate the roles of Chairman and CEO, has not passed. We will be publishing the tally of the results of the voting in a current report on Form 8-K, which will be filed shortly with the Securities and Exchange Commission.
After the conclusion of this meeting, we will entertain questions from stockholders. Is there any opposition to concluding the meeting? This meeting is concluded.
All right. We will have an informal Q&A opportunity. Once again, if you'd like to ask a question out loud, please click the raise hand icon in the lower portion of the Webex interface, and at that time, we will give you an opportunity to unmute your line and ask your question out loud. All right. I see no questions. We will adjourn the meeting.
Thank you, everybody.
Thank you.