Silicon Laboratories (SLAB) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger with Texas Instruments, where shareholders will receive $231.00 per share in cash, representing a 61% premium to the pre-announcement price.

• The board unanimously recommends voting in favor of the merger, the compensation proposal for executives, and the adjournment proposal if needed.

• The merger is subject to regulatory approvals, including U.S. and foreign antitrust clearances, and is expected to close in the first half of 2027.

• If the merger is not completed, Silicon Labs will remain independent, and certain termination fees may apply.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) the potential adjournment of the meeting to solicit more votes or provide additional information.

• Approval of the merger requires a majority of outstanding shares; abstentions and non-votes count as votes against.

• The compensation proposal is advisory and not a condition for closing.

Board of directors and corporate governance

• The board is composed entirely of independent directors except for the CEO.

• The board formed a transaction committee to oversee the sale process and engaged Qatalyst Partners as financial advisor.

• The board conducted a market check, contacted multiple potential acquirers, and determined the Texas Instruments offer was the most favorable.