--- schema_version: "secwatch.filing_event.v1" accession: "0001493594-23-000039" form_type: "8-K" ticker: "MTSI" cik: "0001493594" company_name: "MACOM Technology Solutions Holdings, Inc." filed_at: "2023-03-07T23:59:59+00:00" generated_at: "2026-06-18T09:38:20.758939+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # MACOM shareholders approve officer exculpation amendment at annual meeting ## Summary - Amendment to add officer exculpation provision approved: 59,813,229 for, 6,827,594 against. - Class II directors elected: Bland (30.4M for, 36.3M withheld), Daly (47.0M for), Ocampo (43.7M for). - Advisory say-on-pay passed: 64,733,745 for, 1,938,407 against. - Ratification of Deloitte as auditor approved: 68,585,244 for, 527,402 against. ## SEC filing metadata - accession: 0001493594-23-000039 - form_type: 8-K - ticker: MTSI - cik: 0001493594 - company_name: MACOM Technology Solutions Holdings, Inc. - filed_at: 2023-03-07T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1493594/000149359423000039/0001493594-23-000039-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1493594/000149359423000039/mtsi-20230302.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493594-23-000039 - JSON: https://secwatch.observer/filing/0001493594-23-000039.json - Plain text: https://secwatch.observer/filing/0001493594-23-000039.txt ## Key facts - Governance Changes MACOM Technology Solutions Holdings, Inc.: Amendment to Fifth Amended and Restated Certificate of Incorporation to add a provision exculpating certain officers from liability, as permitted by Delaware law (effective 2023-03-06). - Change: charter amendment - Effective: 2023-03-06 source text: the stockholders of the Company approved an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law evidence_url: https://www.sec.gov/Archives/edgar/data/1493594/000149359423000039/0001493594-23-000039-index.htm - Shareholder Votes MACOM Technology Solutions Holdings, Inc. shareholders approved Election of Class II directors at the 2023-03-02 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-03-02 source text: Proposal 1: The nominees for election as Class II directors to serve until the 2026 Annual Meeting of Stockholders and thereafter until their successors are duly elected and qualified, were elected based upon the following votes: Name of Nominee Votes For Votes Withheld Broker Non-Votes Charles Bland 30,399,164 36,309,450 2,438,531 Stephen Daly 46,986,372 19,722,242 2,438,531 Susan Ocampo 43,744,851 22,963,763 2,438,531 evidence_url: https://www.sec.gov/Archives/edgar/data/1493594/000149359423000039/0001493594-23-000039-index.htm - Shareholder Votes MACOM Technology Solutions Holdings, Inc. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm at the 2023-03-02 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-03-02 source text: Proposal 3: The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 29, 2023 was approved based on the following votes: Votes For Votes Against Votes Abstaining 68,585,244 527,402 34,449 evidence_url: https://www.sec.gov/Archives/edgar/data/1493594/000149359423000039/0001493594-23-000039-index.htm - Shareholder Votes MACOM Technology Solutions Holdings, Inc. shareholders approved Advisory vote on compensation of named executive officers at the 2023-03-02 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-03-02 source text: Proposal 2: The compensation of the Company’s named executive officers for fiscal year 2022 was approved, on a non-binding, advisory basis, based on the following votes: Votes For Votes Against Votes Abstaining Broker Non-Votes 64,733,745 1,938,407 36,462 2,438,531 evidence_url: https://www.sec.gov/Archives/edgar/data/1493594/000149359423000039/0001493594-23-000039-index.htm - Shareholder Votes MACOM Technology Solutions Holdings, Inc. shareholders approved Amendment to Fifth Amended and Restated Certificate of Incorporation to add officer exculpation provision at the 2023-03-02 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-03-02 source text: Proposal 4: The proposal to amend the Company’s Fifth Amended and Restated Certificate of Incorporation was approved based on the following votes: Votes For Votes Against Votes Abstaining Broker Non-Votes 59,813,229 6,827,594 67,791 2,438,531 evidence_url: https://www.sec.gov/Archives/edgar/data/1493594/000149359423000039/0001493594-23-000039-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.