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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

PXLW$5.06+3.7%Stored close · as of Nov 6, 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. )

Filed by the Registrantx
Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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):

xNo fee required.
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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:

  1. To elect five directors to serve until the Annual Meeting 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 300,000 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 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 MEETING1
PROPOSAL NO. 1: ELECTION OF DIRECTORS6
INFORMATION ABOUT OUR BOARD OF DIRECTORS8
BOARD RESPONSIBILITIES9
BOARD STRUCTURE9
BOARD LEADERSHIP STRUCTURE9
DIRECTOR INDEPENDENCE9
BOARD OVERSIGHT OF RISK10
BOARD AND COMMITTEE MEETINGS10
STANDING COMMITTEES OF THE BOARD10
QUALIFICATIONS OF DIRECTORS11
DIRECTOR COMPENSATION12
COMMUNICATIONS WITH THE BOARD14
CODE OF ETHICS14
PROPOSAL NO. 2: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN15
INFORMATION ABOUT OUR EQUITY COMPENSATION PLANS24
PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION25
INFORMATION ABOUT OUR EXECUTIVE OFFICERS26
EXECUTIVE COMPENSATION27
COMPENSATION OVERVIEW27
NARRATIVE TO 2025 SUMMARY COMPENSATION TABLE34
SUMMARY COMPENSATION TABLE35
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END36
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL37
PROPOSAL NO. 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM39
PRINCIPAL ACCOUNTING FEES AND SERVICES39
PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES39
AUDIT COMMITTEE REPORT41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT42
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS43
OTHER BUSINESS44
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS44
ADDITIONAL INFORMATION45
APPENDIX A - AMENDED AND RESTATED 2006 STOCK INCENTIVE PLANA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.