Monolithic Power Systems (MPWR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, with shareholders able to vote and submit questions online.

• Key proposals include director elections, auditor ratification, executive compensation, board declassification, and a shareholder proposal on special meetings.

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

• The company emphasizes strong ESG practices, proactive shareholder engagement, and a long-term value creation strategy.

Voting matters and shareholder proposals

• Election of three Class III directors for three-year terms; nominees are 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 with a one-year holding period.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; leadership structure combines CEO and Chairman roles, with a Lead Independent Director.

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

• Board diversity includes five ethnically diverse and two female directors; average independent director tenure is 13 years.

• Policies in place for director independence, time commitment, voting, and hedging.