MAXLINEAR, INC 8-K

What Happened

• MaxLinear, Inc. (MXL) filed an 8-K reporting the results of its Annual Meeting held May 20, 2026 (record date March 23, 2026). Shareholders representing 84,424,639 shares (94.3% of voting power) were present or represented by proxy. Stockholders re-elected two Class II directors, approved amended and restated equity plans (an Amended and Restated 2010 Equity Incentive Plan and an Amended and Restated 2010 Employee Stock Purchase Plan), and ratified Grant Thornton LLP as the independent auditor for 2026. The amended plans became effective upon shareholder approval.

Key Details

• Shares present/represented: 84,424,639 (94.3% of voting power).
• Director elections:
  • Carolyn D. Beaver — For: 72,805,687; Against: 2,560,585; Abstain: 311,453; Broker non-votes: 8,746,914.
  • Theodore L. Tewksbury, Ph.D. — For: 67,497,547; Against: 7,892,168; Abstain: 288,010; Broker non-votes: 8,746,914.
• Equity plan votes:
  • Amended and Restated 2010 Equity Incentive Plan approved — For: 53,023,149; Against: 22,625,779; Abstain: 28,797; increase in shares reserved by 3,204,107 and approval of a new ten-year term.
  • Amended and Restated 2010 ESPP approved — For: 75,305,372; Against: 315,686; Abstain: 56,667; term extended and automatic annual share increase removed.
• Other votes:
  • Advisory “say-on-pay” passed — For: 64,001,500; Against: 11,281,333; Abstain: 394,892.
  • Ratification of Grant Thornton LLP as auditor — For: 83,765,497; Against: 182,307; Abstain: 476,835.

Why It Matters

• The approved increase of 3,204,107 shares under the equity incentive plan expands the pool for stock awards, which can support recruiting and retention but may lead to dilution for existing holders.
• Re-election of the two directors maintains board continuity; ratification of Grant Thornton LLP sets the firm that will audit 2026 results.
• The advisory approval of executive compensation passed (non-binding), but the substantial "against" vote (~11.3M) is a governance signal investors may watch.