Synaptics (SYNA) Proxy filing summary

Executive summary

• October 1 amended merger agreement provides $123 cash per share, without interest; ON Semiconductor would acquire the target through a merger, leaving it as a wholly owned subsidiary.

• The board unanimously found the transaction fair and in stockholders’ best interests and recommends FOR all three proposals; Qatalyst Partners gave a fairness opinion dated September 29, 2026.

• Closing is expected as soon as practicable after conditions are met; the June 25, 2027 outside date may extend by three months up to three times, through March 25, 2028.

Voting matters and shareholder proposals

• A virtual special meeting is scheduled for November 17, 2026, at 9:00 a.m. Pacific; October 13, 2026 is the record date.

• Proposals seek approval of the merger, an advisory vote on transaction-related executive compensation, and authority to adjourn for additional proxies or quorum needs; the board recommends FOR each.

• Merger approval requires a majority of outstanding shares; abstentions, unsubmitted votes and uninstructed street-name shares have the same effect as AGAINST.

• Compensation and adjournment proposals require a majority of votes cast when a quorum is present; compensation approval is non-binding and not a closing condition.

Board of directors and corporate governance

• A special committee of Nelson Chan, Keith Geeslin and Venkatesh Nathamuni oversaw the strategic review, negotiations and proposal evaluation; the full board retained authority to approve or reject a transaction.

• After evaluating Cirrus Logic’s revised proposal against ON Semiconductor’s all-cash offer, the board concluded the cash offer provided greater value certainty and closing certainty, and unanimously approved the amended agreement.

• The board cited $123 per share as a 22% premium to the September 29 closing price and approximately 20% above the prior merger agreement’s implied value; it viewed the negotiated price as the highest reasonably obtainable.

• Qatalyst Partners’ opinion found the $123 consideration fair from a financial point of view; the opinion did not recommend how stockholders should vote.