UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) As described in Item 5.07 below, Synaptics Incorporated (the “Company,” “we” or “us”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on October 25, 2022. At the Annual Meeting, our stockholders approved an amendment and restatement of our Amended and Restated 2019 Equity and Incentive Compensation Plan that provides for an increase of 698,000 shares of our common stock authorized for issuance thereunder (as amended and restated, the “2019 Plan”). Our named executive officers are eligible to participate in the 2019 Plan. Our Board of Directors approved the 2019 Plan on July 26, 2022, subject to stockholder approval at the Annual Meeting. A summary of the material terms of the 2019 Plan is set forth under the caption “Proposal Four: Approval of Amended and Restated 2019 Equity and Incentive Compensation Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “Commission”) on September 6, 2022. That summary and the above description of the 2019 Plan do not purport to be complete and are qualified in their entirety by reference to the 2019 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 25, 2022, we held our Annual Meeting. On the record date of August 31, 2022, there were 39,993,777 shares of our common stock outstanding and entitled to vote at the Annual Meeting. The number of shares of common stock present at the beginning of the Annual Meeting, in person or by proxy, was 37,103,818 or approximately 92.8% of the outstanding shares. At the meeting, the following proposals were submitted to a vote of our stockholders, with the final voting results indicated below:
Proposal One: Election of Directors. Our stockholders elected the following Class 2 directors, each to serve until our Annual Meeting of Stockholders in 2025 or until their successors have been elected and qualified.
| Director | For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Michael Hurlston |
33,114,606 | 484,083 | 23,142 | 3,489,062 | ||||||||||||
| Patricia Kummrow |
32,714,709 | 882,791 | 24,331 | 3,489,062 | ||||||||||||
| Vivie Liee |
33,131,391 | 460,274 | 30,166 | 3,489,062 | ||||||||||||
Proposal Two: Advisory Approval of our Named Executive Officer Compensation. Our stockholders adopted a non-binding, advisory resolution approving the compensation of our named executive officers for fiscal year 2022.
| For | Against | Abstain | Broker Non-Votes | |||
| 32,833,439 |
747,649 | 40,743 | 3,489,062 |
Proposal Three: Ratification of the Appointment of Independent Auditor. Our stockholders ratified the appointment of KPMG LLP, an independent registered public accounting firm, as the independent auditor of our company for the fiscal year ending June 24, 2023.
| For | Against | Abstain | Broker Non-Votes | |||
| 36,240,701 |
832,607 | 37,585 | — |
Proposal Four: Approval of Amended and Restated 2019 Equity and Incentive Compensation Plan. Our stockholders voted to approve the 2019 Plan.
| For | Against | Abstain | Broker Non-Votes | |||
| 32,738,806 |
837,838 | 45,187 | 3,489,062 |
| ITEM 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Synaptics Incorporated Amended and Restated 2019 Equity and Incentive Compensation Plan, effective October 25, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNAPTICS INCORPORATED | ||||||
| Date: October 27, 2022 | By: | /s/ John McFarland | ||||
| John McFarland | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||