PIXELWORKS, INC
For the period ended Dec 31, 2025. Filed Apr 17, 2026.
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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.
Dec 31, 2025 · Filed Apr 17, 2026
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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. )
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Check the appropriate box:
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| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| x | Definitive Proxy Statement |
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| o | Definitive Additional Materials |
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| o | Soliciting Material Pursuant to §240.14a-12 |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 2026
The 2026 Annual Meeting of Shareholders (the "Annual Meeting") of Pixelworks, Inc. will be held telephonically on May 20, 2026 at 12:00 p.m. Pacific Daylight Time. You will be able to attend and participate in the Annual Meeting by dialing 888-788-0099. The conference ID number for the Annual Meeting is 87600591283. 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 Annual Meeting is being held to conduct the following items of business:
To elect five directors to serve until the Annual Meeting or until their successors are duly elected or qualified;
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 300,000 shares;
To approve, on an advisory basis, the executive compensation of Pixelworks' named executive officers;
To ratify the appointment of Grant Thornton LLP as Pixelworks’ independent registered public accounting firm for the current fiscal year; and
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 16, 2026 as the record date for the Annual Meeting. Only shareholders of record of our common stock at the close of business on March 16, 2026 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 Annual Meeting 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 17, 2026
This Proxy Statement and accompanying proxy card are first being distributed on or about April 17, 2026.
This Proxy Statement, along with the proxy card and our Annual Report on Form 10-K, are available on our website atwww.pixelworks.com.
CONTENTS
| THE MEETING | 1 |
|---|---|
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 6 |
| INFORMATION ABOUT OUR BOARD OF DIRECTORS | 8 |
| BOARD RESPONSIBILITIES | 9 |
| BOARD STRUCTURE | 9 |
| BOARD LEADERSHIP STRUCTURE | 9 |
| DIRECTOR INDEPENDENCE | 9 |
| BOARD OVERSIGHT OF RISK | 10 |
| BOARD AND COMMITTEE MEETINGS | 10 |
| STANDING COMMITTEES OF THE BOARD | 10 |
| QUALIFICATIONS OF DIRECTORS | 11 |
| DIRECTOR COMPENSATION | 12 |
| COMMUNICATIONS WITH THE BOARD | 14 |
| CODE OF ETHICS | 14 |
| PROPOSAL NO. 2: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN | 15 |
| INFORMATION ABOUT OUR EQUITY COMPENSATION PLANS | 24 |
| PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 25 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 26 |
| EXECUTIVE COMPENSATION | 27 |
| COMPENSATION OVERVIEW | 27 |
| NARRATIVE TO 2025 SUMMARY COMPENSATION TABLE | 34 |
| SUMMARY COMPENSATION TABLE | 35 |
| OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END | 36 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL | 37 |
| PROPOSAL NO. 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 39 |
| PRINCIPAL ACCOUNTING FEES AND SERVICES | 39 |
| PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES | 39 |
| AUDIT COMMITTEE REPORT | 41 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 42 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 43 |
| OTHER BUSINESS | 44 |
| DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS | 44 |
| ADDITIONAL INFORMATION | 45 |
| APPENDIX A - AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN | A-1 |
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