--- schema_version: "secwatch.filing_event.v1" accession: "0001493594-24-000034" form_type: "8-K" ticker: "MTSI" cik: "0001493594" company_name: "MACOM Technology Solutions Holdings, Inc." filed_at: "2024-03-13T23:59:59+00:00" generated_at: "2026-06-04T22:08:44.338012+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # MACOM stockholders approve board declassification and annual director elections ## Summary - Shareholders approved amendment to declassify board of directors and phase-in annual elections; effective March 12, 2024. - Directors elected: John Ritchie, Jihye Whang Rosenband, Murugesan Shanmugaraj (vote tallies provided). - Non-binding advisory vote on 2023 named executive officer compensation approved: 65.7M for, 1.7M against. - Ratification of Deloitte & Touche as independent auditor for FY2024 approved: 68.7M for, 0.5M against. ## SEC filing metadata - accession: 0001493594-24-000034 - form_type: 8-K - ticker: MTSI - cik: 0001493594 - company_name: MACOM Technology Solutions Holdings, Inc. - filed_at: 2024-03-13T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1493594/000149359424000034/0001493594-24-000034-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1493594/000149359424000034/mtsi-20240307.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493594-24-000034 - JSON: https://secwatch.observer/filing/0001493594-24-000034.json - Plain text: https://secwatch.observer/filing/0001493594-24-000034.txt ## Key facts - Governance Changes MACOM Technology Solutions Holdings, Inc.: Amended certificate of incorporation to declassify board of directors and phase-in annual director elections (effective 2024-03-12). - Change: charter amendment - Effective: 2024-03-12 source text: On March 7, 2024, MACOM Technology Solutions Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to declassify its board of directors and phase-in annual director elections (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on March 12, 2024 (the “Certificate of Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1493594/000149359424000034/0001493594-24-000034-index.htm - Shareholder Votes MACOM Technology Solutions Holdings, Inc. shareholders approved Advisory vote on compensation of named executive officers for fiscal year 2023 at the 2024-03-07 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-03-07 source text: Proposal 3: The compensation of the Company’s named executive officers for fiscal year 2023 was approved, on a non-binding, advisory basis, based on the following votes: Votes For Votes Against Votes Abstaining Broker Non-Votes 65,692,185 1,667,243 58,244 1,906,224 evidence_url: https://www.sec.gov/Archives/edgar/data/1493594/000149359424000034/0001493594-24-000034-index.htm - Shareholder Votes MACOM Technology Solutions Holdings, Inc. shareholders approved Election of directors to serve until the 2025 Annual Meeting at the 2024-03-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-03-07 source text: Proposal 2: The nominees for election as directors to serve until the 2025 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 John Ritchie 64,649,089 2,768,583 1,906,224 Jihye Whang Rosenband 58,966,506 8,451,166 1,906,224 Murugesan “Raj” Shanmugaraj 66,298,627 1,119,045 1,906,224 evidence_url: https://www.sec.gov/Archives/edgar/data/1493594/000149359424000034/0001493594-24-000034-index.htm - Shareholder Votes MACOM Technology Solutions Holdings, Inc. shareholders approved Ratify appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending September 27, 2024 at the 2024-03-07 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-03-07 source text: Proposal 4: 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 27, 2024 was approved based on the following votes: Votes For Votes Against Votes Abstaining 68,743,768 548,731 31,397 evidence_url: https://www.sec.gov/Archives/edgar/data/1493594/000149359424000034/0001493594-24-000034-index.htm - Shareholder Votes MACOM Technology Solutions Holdings, Inc. shareholders approved Amend the Company’s Fifth Amended and Restated Certificate of Incorporation to declassify its board of directors and phase-in annual director elections at the 2024-03-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-07 source text: Proposal 1: 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 67,395,761 18,661 3,250 1,906,224 evidence_url: https://www.sec.gov/Archives/edgar/data/1493594/000149359424000034/0001493594-24-000034-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.