--- schema_version: "secwatch.filing_event.v1" accession: "0001288469-23-000123" form_type: "8-K" ticker: "MXL" cik: "0001288469" company_name: "MAXLINEAR, INC" filed_at: "2023-05-11T23:59:59+00:00" generated_at: "2026-06-15T03:41:35.795082+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.12 calibrated_materiality_score: 0.12 confidence: "high" source: SEC EDGAR --- # MaxLinear stockholders re-elect three Class II directors, approve say-on-pay and charter amendment ## Summary - Carolyn D. Beaver, Albert J. Moyer, and Theodore L. Tewksbury re-elected as Class II directors until 2026. - Advisory vote on named executive officer compensation approved with 60.8M for, 4.2M against. - Stockholders selected 'every 1 year' for future advisory votes on executive compensation; Board adopted that frequency. - Ratification of Grant Thornton LLP as auditor for FY2023 passed with 73.3M for, 72K against. - Amendment to certificate of incorporation to enable officer exculpation under Delaware law approved (55.7M for). ## SEC filing metadata - accession: 0001288469-23-000123 - form_type: 8-K - ticker: MXL - cik: 0001288469 - company_name: MAXLINEAR, INC - filed_at: 2023-05-11T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.12 - calibrated_materiality_score: 0.12 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1288469/000128846923000123/0001288469-23-000123-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1288469/000128846923000123/mxl-20230510.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001288469-23-000123 - JSON: https://secwatch.observer/filing/0001288469-23-000123.json - Plain text: https://secwatch.observer/filing/0001288469-23-000123.txt ## Key facts - Shareholder Votes MAXLINEAR, INC shareholders approved Election of Three Class II Directors at the 2023-05-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-10 source text: 1. Election of Three Class II Directors . The following nominees were re-elected by the holders of our common stock to serve as our Class II directors to hold office until our 2026 annual meeting of stockholders and until their successors have been duly elected and qualified: Nominee For Against Abstain Broker Non-Votes Carolyn D. Beaver 63,161,914 1,778,091 153,859 8,345,918 Albert J. Moyer 52,028,103 12,155,994 909,767 8,345,918 Theodore L. Tewksbury, Ph.D. 57,507,773 7,431,863 154,228 8,345,918 evidence_url: https://www.sec.gov/Archives/edgar/data/1288469/000128846923000123/0001288469-23-000123-index.htm - Shareholder Votes MAXLINEAR, INC shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2023-05-10 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-10 source text: 2. Advisory Vote to Approve Named Executive Officer Compensation. On an advisory basis, the compensation of our named executive officers for the year ended December 31, 2022, as disclosed in our proxy statement for our 2023 annual meeting of stockholders, was approved by our stockholders based on the following results of voting: For Against Abstain Broker Non-Votes 60,766,695 4,239,249 87,920 8,345,918 evidence_url: https://www.sec.gov/Archives/edgar/data/1288469/000128846923000123/0001288469-23-000123-index.htm - Shareholder Votes MAXLINEAR, INC shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-05-10 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-10 source text: 4. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified based on the following results of voting: For Against Abstain Broker Non-Votes 73,296,492 72,239 71,051 — evidence_url: https://www.sec.gov/Archives/edgar/data/1288469/000128846923000123/0001288469-23-000123-index.htm - Shareholder Votes MAXLINEAR, INC shareholders approved Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation at the 2023-05-10 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-10 source text: 3. Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation. On an advisory basis, the frequency of future stockholder votes on named executive officer compensation was approved to be every one year based on the following results of voting: Every 1 Year Every 2 Years Every 3 Years Abstain Broker Non-Votes 62,886,892 24,725 1,977,773 204,474 8,345,918 evidence_url: https://www.sec.gov/Archives/edgar/data/1288469/000128846923000123/0001288469-23-000123-index.htm - Shareholder Votes MAXLINEAR, INC shareholders approved Amendment to Our Amended and Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation at the 2023-05-10 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-10 source text: 5. Amendment to Our Amended and Restated Certificate of Incorporation. The amendment to our amended and restated certificate of incorporation to reflect Delaware law provisions regarding officer exculpation was approved by our stockholders based on the following results of voting: For Against Abstain Broker Non-Votes 55,748,738 9,236,336 108,790 8,345,918 evidence_url: https://www.sec.gov/Archives/edgar/data/1288469/000128846923000123/0001288469-23-000123-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.