PIXELWORKS, INC 8-K

What Happened

• Pixelworks, Inc. reconvened its 2025 Special Meeting of Shareholders and reported final votes on December 31, 2025 for two remaining proposals related to the proposed sale of Pixelworks Semiconductor Technology (Shanghai) Co., Ltd.
• Proposal 1 (approval of the sale when consummated) received 3,833,042 votes for, 65,702 against and 30,478 abstentions; holders of approximately 61% of outstanding shares voted in favor. The company previously informed investors (in an 8-K filed December 22, 2025) that the Board determined the Sale does not constitute the sale of substantially all of the Company’s assets and that shareholder approval was not required to complete the Sale.
• Proposal 2 (advisory/non-binding approval of compensation related to the Sale) received 3,453,415 votes for, 426,249 against and 49,558 abstentions and was approved by a majority of votes cast.

Key Details

• Votes reported on December 31, 2025; Special Meeting originally convened November 26, 2025 and was reconvened/adjourned on December 8 and December 19, 2025.
• Proposal 1 vote totals: For 3,833,042; Against 65,702; Abstain 30,478; ~61% of outstanding shares voted in favor.
• Proposal 2 (advisory compensation) vote totals: For 3,453,415; Against 426,249; Abstain 49,558 — proposal approved by majority of votes cast.
• Report signed by CFO Haley F. Aman on December 31, 2025.

Why It Matters

• The votes provide investor clarity on shareholder sentiment toward the planned sale of the company’s Shanghai subsidiary and related executive compensation.
• Although shareholders approved the sale proposal, the Board has already stated shareholder approval was not required to complete the transaction, so the company may proceed based on the Board’s prior determination.
• The advisory approval of compensation tied to the Sale signals majority support from voting shareholders for the pay arrangements, but being non‑binding it does not legally compel the Board to act beyond disclosing and considering the vote.