SILICON LABORATORIES INC
For the period ended Apr 24, 2025. Filed Mar 12, 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.
Apr 24, 2025 · Filed Mar 12, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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 |
Silicon Laboratories Inc.
(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):
| ☒ | 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 |
LETTER TO THE STOCKHOLDERS
To the Stockholders of Silicon Laboratories Inc.:
You are cordially invited to attend the Annual Meeting of Stockholders of Silicon Laboratories Inc. (“Silicon Labs” or “the Company”), a Delaware corporation, to be held virtually on April 24, 2025, at 9:00 a.m. Central Time for the purposes described in the Proxy Statement. There will be no in-person meeting. To participate in the Annual Meeting, please visitwww.proxydocs.com/SLAB. In order to attend, you must register in advance atwww.proxydocs.com/SLAB prior to the start of the meeting. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and to submit questions during the meeting. During the Annual Meeting, you may vote your shares and submit questions via the question box provided on the virtual meeting website. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website log-in page.
The 2025 Annual Meeting will focus on the items of business listed in the Notice of Annual Meeting of Stockholders and Proxy Statement that follows. We are sending this Proxy Statement to our stockholders on or about March 12, 2025. During the Annual Meeting we will also present a report on Silicon Labs’ performance and operations during 2024.
Whether or not you plan to attend the meeting, your vote is important. Instructions regarding the various methods of voting are contained in the Proxy, including voting by toll-free telephone number or the Internet. If you request and receive a paper copy of the Proxy by mail, you may still vote your shares by fully completing and returning the Proxy. You may revoke your Proxy at any time prior to the Annual Meeting. If you attend the Annual Meeting and vote by ballot, your Proxy will be revoked automatically and only your vote at the Annual Meeting will be counted.
Sincerely,
R. Matthew Johnson
President, Chief Executive Officer and Director
Silicon Laboratories Inc.
Notice of Annual Meeting of Stockholders
| Time | 9:00 a.m., Central Time on Thursday, April 24, 2025 |
|---|---|
| Place | Virtually at www.proxydocs.com/SLAB. In order to attend, you must register in advance at www.proxydocs.com/SLAB prior to the deadline of April 24, 2025 at 9:00 a.m. (Central Time). |
| Items of Business | 1. To elect three Class III directors to serve on the Board of Directors until our 2028 annual meeting of stockholders, or until a successor is duly elected and qualified; 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2026; 3. To vote on an advisory (non-binding) resolution to approve executive compensation; 4. To approve an amendment to the Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the company; 5. To approve amendments to the Fourth Amended and Restated Certificate of Incorporation to implement miscellaneous changes; and 6. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. |
| Voting | We have furnished proxy materials over the Internet where you may read, print and download our Annual Report and Proxy Statement at www.proxydocs.com/SLAB. On or about March 12, 2025, we mailed to our stockholders a notice containing instructions on how to vote and how to access our 2025 Proxy Statement and 2024 Annual Report. The notice also provides instructions on how you can request a paper copy of these documents. If you received your annual materials via email, the email contains voting instructions and links to the Annual Report and Proxy Statement on the Internet. |
| Who Can Vote | Only stockholders of record at the close of business on February 24, 2025 are entitled to notice of and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our executive offices for a period of ten days before the Annual Meeting. |
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY AND VOTE YOUR SHARES BY TELEPHONE, BY INTERNET, OR BY COMPLETING, SIGNING, DATING, AND RETURNING A PROXY CARD AS PROMPTLY AS POSSIBLE.
| PROXY STATEMENT SUMMARY | This Proxy Statement Summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to stockholders on or about March 12, 2025. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting. |
|---|
2025 Annual Meeting of Stockholders
| Date and Time | Location | Record Date |
|---|---|---|
| Thursday, April 24, 2025 9:00 a.m., Central Time | www.proxydocs.com/SLAB | February 24, 2025 |
Matters To Be Voted Upon
The following table summarizes the proposals to be voted upon at the 2025 Annual Meeting of Stockholders to be held on April 24, 2025 (the “Annual Meeting”) and the Board’s voting recommendations with respect to each proposal.
| Proposals | BoardRecommendation | PageReference |
|---|---|---|
| 1. Election of Directors | FOR each nominee | 3 |
| 2. Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 14 |
| 3. Advisory Vote on Executive Compensation | FOR | 16 |
| 4. Vote to Approve an Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to Limit Liability of Certain Officers | FOR | 17 |
| 5. Vote to Approve an Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to Implement Miscellaneous Changes | FOR | 19 |
Director Nominees
| Age | Director Since | Independent | Committee Membership | |
|---|---|---|---|---|
| Wiliam G. Bock | 74 | 2011 | ✓ | • Audit (Chair) • Compensation (Member) |
| Christy Wyatt | 53 | 2019 | ✓ | • Compensation (Chair) • Corporate Development & Finance (Member) |
| Sherri Luther | 59 | 2022 | ✓ | • Audit (Member) • Nominating & Corporate Governance (Member) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.