MaxLinear (MXL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, and amendments to equity and stock purchase plans.

• Proxy materials are provided primarily via the Internet to conserve resources and reduce costs.

• Shareholders of record as of March 23, 2026, are eligible to vote on all proposals.

Voting matters and shareholder proposals

• Election of two Class II directors to serve until 2029.

• Advisory vote on executive compensation for 2025.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Approval of amendments to the 2010 Equity Incentive Plan (adding 3,204,107 shares and extending the term by 10 years) and termination of the Inducement Plan.

• Approval of amendments to the 2010 Employee Stock Purchase Plan, extending its term and removing the annual share increase.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• The board will reduce from eight to seven members after the meeting due to a director retirement.

• Board is divided into three staggered classes, with majority voting for uncontested director elections.

• Board committees include audit, compensation, nominating and corporate governance, and cybersecurity, each with defined responsibilities and independent membership.

• Lead Director role is held by an independent director, providing oversight and acting as liaison between management and independent directors.

• Board diversity includes gender and ethnic representation, and directors possess expertise in semiconductors, technology, finance, and international operations.