Synaptics (SYNA) Proxy filing summary

Executive summary

• Merger Sub would merge into the issuer, which would survive as a wholly owned subsidiary of onsemi; each eligible common share would receive $123 cash, without interest.

• The board unanimously found the transaction fair and in stockholders’ best interests; Qatalyst Partners opined that the $123 consideration was fair, financially, to unaffiliated holders.

• The parties expect closing after conditions are met; the June 25, 2027 End Date may extend by three months up to three times, to March 25, 2028.

• onsemi committed up to $2.45 billion in senior secured term loans; financing availability is not a closing condition.

Voting matters and shareholder proposals

• Stockholders vote on merger adoption, a non-binding advisory vote on transaction-related executive compensation, and authority to adjourn to seek votes or address quorum or proxy-statement updates; the board recommends FOR all three.

• Merger approval requires a majority of outstanding eligible shares; abstentions, uncast shares, and failure to instruct a nominee count against the proposal.

• Compensation and adjournment proposals require a majority of votes cast when a quorum is present; neither is a condition to closing.

Board of directors and corporate governance

• A special committee of three directors oversaw review, negotiations, and evaluation of strategic alternatives, with the full board retaining exclusive authority to approve or reject a transaction.

• Following negotiations with onsemi and an unsolicited competing proposal, the board backed the revised all-cash $123 offer, citing value certainty, closing prospects, and transaction terms.

• Directors and executive officers held voting rights over 260,981 shares, about 0.66% of shares outstanding on August 28, 2026, and were expected to support each proposal.