MONOLITHIC POWER SYSTEMS INC

Pursuant to the Amended Charter, our Board will eliminate the classified Board structure and provide for annual election of directors, to be phased in as follows: (1) each class of directors will have one more election in which it is elected for a three-year term at our 2025, 2026 and 2027 annual meetings of stockholders; (2) at the 2028 annual meeting of stockholders, the Class III directors will be elected to a two-year term; (3) at the 2029 annual meeting of stockholders, the Class I directors will be elected to a one-year term; and (4) commencing with the 2030 annual meeting of stockholders, the classified Board will fully terminate and all directors will be elected to one-year terms at each annual meeting of stockholders. In addition, consistent with the Delaware General Corporation Law, the Amended Charter specifies that as long as the Board is classified (that is, until the election of directors at the 2030 annual meeting of stockholders), directors may be removed only for cause. Commencing with the 2030 annual meeting of stockholders, directors may be removed with or without cause.

Where many companies look to maximize stock price in the short-term, MPS takes a long-term view of its business, operations and maximization of stockholder value. Strategically, MPS seeks to understand where its market opportunities will be in five to seven years and makes deliberate resource allocations that it believes will benefit the long-term success of MPS. The six-year declassification plan will offer each class of directors one final three-year term and provide our Board with additional time to plan for the orderly transition from the classified structure, which we believe will mitigate the risks of disruptions to our Board’s continued long-term focus and the execution of our business plan. As compared to companies where directors have one-year terms, MPS’s directors do not make decisions with a view to their upcoming annual election. Similarly, during this transition period, MPS’s directors are less subject to outside pressure from certain investors and special interest groups with short-term interests that have the potential to influence the election of directors.

In conclusion, after carefully weighing the benefits of both board structures and considering the recommendations of our stockholders, our Board has determined that it is in the best interests of our stockholders to adopt the Amended Charter to transition to a declassified Board. The phased-in approach will minimize disruptions to the cohesiveness and stability of our Board, our Board’s recruiting strategy and its long-term business focus. To support this transition plan, the Board will continue its long-standing commitment of director accountability each year through active engagement with our stockholders and implementation of changes based on feedback received from our stockholders.

Our Board reserves the right to abandon the Amended Charter, before or after stockholder approval of the Declassification Charter Amendment Proposal (assuming the Amended Charter has not been filed with the Secretary of State of the State of Delaware), if it determines, in its sole discretion, that the Amended Charter is no longer in the best interests of MPS and its stockholders.

FOR THE REASONS DISCUSSED ABOVE, OUR BOARD RECOMMENDS A VOTE “FOR”** PROPOSAL FOUR.**