Monolithic Power Systems (MPWR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 12, 2025, and will be held virtually, allowing shareholders to vote and submit questions online.

• Key proposals include electing three Class III directors, ratifying the appointment of Ernst & Young LLP as auditor, an advisory vote on executive compensation, a management proposal to declassify the board, and a shareholder proposal to lower the threshold for calling special meetings.

• Only shareholders of record as of April 16, 2025, are entitled to vote; 47,877,352 shares of common stock are outstanding.

• The company emphasizes the importance of shareholder engagement and provides multiple avenues for voting and communication.

Voting matters and shareholder proposals

• Election of three Class III directors for three-year terms: Herbert Chang, Michael Hsing, and Carintia Martinez.

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay).

• Management proposal to declassify the board, transitioning to annual director elections by 2030.

• Shareholder proposal to allow holders of 10% of shares to call special meetings; board opposes, citing existing 30% threshold and one-year holding period.

Board of directors and corporate governance

• The board consists of seven members, six of whom are independent; Michael Hsing serves as Chairman, President, and CEO, with Herbert Chang as Lead Independent Director.

• The board is transitioning from a classified to a declassified structure, with full declassification by 2030.

• Annual board and committee evaluations were formalized in 2024, with recent rotations in committee chair roles to bring fresh perspectives.

• Policies include director independence, time commitment, voting, and anti-hedging.