Synaptics (SYNA) Proxy filing summary

Executive summary

• Annual meeting scheduled for October 27, 2026, via virtual webcast, with record date August 28, 2026.

• Key proposals include election of eight directors, ratification of KPMG as auditor, approval of amended 2019 Equity and Incentive Compensation Plan, and advisory vote on executive compensation.

• A pending merger with ON Semiconductor Corporation is noted, but annual meeting proposals are separate from merger approval.

• Fiscal 2026 saw 11% revenue growth, strong cash flow, and significant product and strategic advancements in AI and IoT.

Voting matters and shareholder proposals

• Election of eight director nominees for one-year terms; majority of votes cast required for election.

• Ratification of KPMG LLP as independent auditor for fiscal 2027.

• Approval sought for an additional 1 million shares under the 2019 Equity and Incentive Compensation Plan, intended to cover up to one year of equity grants.

• Advisory approval of executive compensation (Say-on-Pay) with annual frequency.

Board of directors and corporate governance

• Board consists of eight nominees, with 88% independence; all committees are fully independent.

• Recent refreshment includes appointment of Venkatesh Nathamuni as Audit Committee Chair effective October 2026.

• Board is fully declassified, with annual elections and a mix of tenure, gender, and professional backgrounds.

• Robust director selection, evaluation, and succession planning processes in place.