POWER INTEGRATIONS INC
For the period ended Mar 17, 2025. Filed Mar 31, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 17, 2025 · Filed Mar 31, 2025
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SCHEDULE 14A** INFORMATION**
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
Check the appropriate box:
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
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| ☒ | No fee required. | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
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POWER INTEGRATIONS, INC.
5245 Hellyer Avenue
San Jose, California 95138-1002
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Power Integrations, Inc., a Delaware corporation (“Power Integrations,” the “Company,” “we,” and “us”). The Annual Meeting will be held via live webcast on Thursday, May 15, 2025, at 8:00 a.m., Pacific time.
You will be able to attend the Annual Meeting and ask questions by visiting https://bit.ly/POWI-2025-Annual-Meeting.
The Annual Meeting will be held for the following purposes:
| 1. | To elect to the Board of Directors (the “Board”) of Power Integrations the eight nominees named in the proxy statement accompanying this Notice as directors to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified. |
| 2. | To approve, on an advisory basis, the compensation of Power Integrations’ named executive officers, as disclosed in this proxy statement. |
| 3. | To ratify the selection by the Audit Committee of the Board of Deloitte & Touche LLP as the independent registered public accounting firm of Power Integrations for the fiscal year ending December 31, 2025. |
| 4. | To approve the amendment and restatement of the Power Integrations, Inc. restated certificate of incorporation to eliminate supermajority voting requirements, as described in this proxy statement. |
| 5. | To approve the amendment and restatement of the Power Integrations, Inc. 2016 Incentive Award Plan (the “2016 Plan”) to increase the maximum dollar value of equity awards and cash paid to non-employee directors in any single fiscal year from $300,000 to $750,000, as described in this proxy statement. |
| 6. | To consider, if properly presented at the Annual Meeting, a non-binding stockholder proposal requesting the Board of Directors to adopt a policy and amend governing documents in order that two separate individuals hold the office of Chairman of the Board and the office of the Chief Executive Officer. |
| 7. | To conduct any other business properly brought before the meeting or any postponements or adjournments thereof. |
These items of business are more fully described in the proxy statement accompanying this Notice.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Thursday, May 15, 2025, at 8:00 a.m., Pacific time.
The proxy statement and annual report to stockholders are available athttp://www.edocumentview.com/POWI
The Board of Directors recommends that you vote FOR Proposals 1, 2, 3, 4, and 5 identified above.
The Board of Directors recommends that you vote AGAINST Proposal 6.
The record date for the Annual Meeting is March 17, 2025 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.
On or about March 31, 2025, we are mailing to most of our stockholders at the close of business on the Record Date a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy materials. The Notice contains instructions on how to access those documents over the internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement, our 2024 Annual Report and a form of proxy card or voting instruction card. All stockholders who do not receive a Notice will receive a paper copy of the proxy materials by mail. We believe that this process will allow us to provide our stockholders with the information they need in a timelier manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.
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| By Order of the Board of Directors | |
| /s/ Sandeep Nayyar | |
| Sandeep Nayyar | |
| Chief Financial Officer & Vice President of Finance | |
San Jose, California
March 31, 2025
You are cordially invited to attend the meeting virtually by visiting https://bit.ly/POWI-2025-Annual-Meeting. Whether or not you expect to attend the meeting, please complete, date, sign and return a proxy card, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting by following the instructions in this proxy statement. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
POWER INTEGRATIONS, INC.
5245 Hellyer Avenue
San Jose, California 95138-1002
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2025
MEETING AGENDA
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| Proposal No. | | Proposal | | Board Vote Recommendation |
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| 1 | | To elect to the Power Integrations Board of Directors the eight nominees named herein as directors to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified. | | For each nominee |
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| 2 | | To approve, on an advisory basis, the compensation of Power Integrations’ named executive officers, as disclosed in this proxy statement. | | For |
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| 3 | | To ratify the selection by the Audit Committee of the Board of Deloitte & Touche LLP as the independent registered public accounting firm of Power Integrations for the fiscal year ending December 31, 2025. | | For |
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| 4 | | To approve the amendment and restatement of the Power Integrations, Inc. restated certificate of incorporation to eliminate supermajority voting requirements, as described in this proxy statement. | | For |
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| 5 | | To approve the amendment and restatement of the Power Integrations, Inc. 2016 Incentive Award Plan (the “2016 Plan”) to increase the maximum dollar value of equity awards and cash paid to non-employee directors in any single fiscal year from $300,000 to $750,000, as described in this proxy statement. | | For |
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| 6 | | To consider, if properly presented at the Annual Meeting, a stockholder proposal requesting the Board of Directors to adopt a policy and amend governing documents in order that two separate individuals hold the office of Chairman of the Board and the office of the Chief Executive Officer. | | Against |
POWER INTEGRATIONS, INC.
TABLE OF CONTENTS
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| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 5 | |
| PROPOSAL 1 | ELECTION OF DIRECTORS | 10 |
| PROPOSAL 2 | ADVISORY VOTE ON EXECUTIVE COMPENSATION | 22 |
| PROPOSAL 3 | RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| PROPOSAL 4 | AMEND THE RESTATED CERTIFICATE OF INCORPORATION OF POWER INTEGRATIONS | 24 |
| PROPOSAL 5 | AMEND THE 2016 INCENTIVE AWARD PLAN | 26 |
| PROPOSAL 6 | STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN | 33 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD | 36 | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 37 | |
| DELINQUENT SECTION 16(a) REPORTS | 39 | |
| COMPENSATION OF DIRECTORS | 40 | |
| COMPENSATION OF EXECUTIVE OFFICERS | 41 | |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 57 | |
| PAY VERSUS PERFORMANCE DISCLOSURE | 57 | |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 60 | |
| HOUSEHOLDING OF PROXY MATERIALS | 60 | |
| OTHER MATTERS | 61 | |
| APPENDIX A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | A-1 | |
| APPENDIX B AMENDED AND RESTATED 2016 INCENTIVE AWARD PLAN | B-1 | |
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