PIXELWORKS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(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):

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 13, 2024

The 2024 Annual Meeting of Shareholders of Pixelworks, Inc. will be held telephonically on May 13, 2024 at 12:00 p.m. Pacific Daylight Time. You will be able to attend and participate in the 2024 Annual Meeting of Shareholders by dialing 888-788-0099. The conference ID number for the 2024 Annual Meeting of Shareholders is 83765599039. The telephonic meeting has been designed to provide the same rights that you would otherwise have at an in-person meeting, as further described below. The 2024 Annual Meeting of Shareholders is being held to conduct the following items of business:

1. To elect seven directors to serve until the 2025 Annual Meeting of Shareholders or until their successors are duly elected or qualified;

2. To approve an amendment and restatement of the Pixelworks, Inc. Amended and Restated 2006 Stock Incentive Plan to increase the number of shares reserved for issuance by 1.75 million shares;

3. To approve, on an advisory basis, the executive compensation of Pixelworks' named executive officers;

4. To ratify the appointment of Grant Thornton LLP as Pixelworks’ independent registered public accounting firm for the current fiscal year; and

5. To transact any other business that properly comes before the meeting or any postponement or adjournment of the meeting.

The foregoing items of business are more fully described in the Proxy Statement which accompanies this Notice of Annual Meeting of Shareholders. None of the proposals requires the approval of any other proposal to become effective.

The board of directors of Pixelworks, Inc. has fixed the close of business on March 15, 2024 as the record date for the Annual Meeting. Only shareholders of record of our common stock at the close of business on March 15, 2024 are entitled to receive notice of, attend and vote at the meeting or any postponement or adjournment thereof. Beginning two business days after this Notice is given, a complete list of shareholders entitled to vote at the 2024 Annual Meeting of Shareholders will be available at the Secretary's office at 16760 SW Upper Boones Ferry Rd, Suite 101, Portland, Oregon 97224.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT OR VOTE YOUR SHARES ELECTRONICALLY THROUGH THE INTERNET OR BY TELEPHONE. VOTING INSTRUCTIONS ARE PROVIDED BELOW IN THE PROXY STATEMENT BEGINNING ON PAGE 1 AND ON THE ENCLOSED PROXY CARD.

We appreciate your continued support of Pixelworks, Inc.

BY ORDER OF THE BOARD OF DIRECTORS

Todd A. DeBonis

President and Chief Executive Officer (Principal Executive Officer)

Portland, Oregon

April 11, 2024

This Proxy Statement and accompanying proxy card are first being distributed on or about April 11, 2024.

This Proxy Statement, along with the proxy card and our Annual Report on Form 10-K are available on our website atwww.pixelworks.com.

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