Pixelworks (PXLW) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 23, 2025, with shareholders voting on key proposals including director elections, a reverse stock split, an increase in stock incentive plan shares, executive compensation, voting frequency on executive pay, and auditor ratification.

• The record date for voting is March 14, 2025, with 60,982,480 shares outstanding and each share entitled to one vote per matter.

• Voting can be conducted by mail, phone, internet, or during the telephonic meeting, with detailed instructions provided.

Voting matters and shareholder proposals

• Proposals include electing five directors, approving a reverse stock split (1-for-5 to 1-for-12), amending the 2006 Stock Incentive Plan to add 2.5 million shares, advisory votes on executive compensation and its frequency, and ratifying Grant Thornton LLP as auditor.

• The board recommends voting for all proposals and for annual advisory votes on executive compensation.

• Shareholder proposals for the 2026 meeting must be received by December 22, 2025, to be included in the proxy statement.

Board of directors and corporate governance

• The board will be reduced to five members, with a majority being independent.

• Board committees include Audit, Compensation, Corporate Governance and Nominating, and Strategy, all with independent directors.

• Director compensation includes cash retainers and RSUs, with a $500,000 annual cap per director.

• Directors must own at least $115,000 in company stock within five years of joining.

• The board separates the roles of CEO and Chairman, with an independent Chairman currently in place.