Pixelworks Inc.

05/20/2026 | Press release | Distributed by Public on 05/20/2026 14:01

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 20, 2026, at the 2026 Annual Meeting of Shareholders of Pixelworks, Inc. (the "Company"), the Company's shareholders approved an amendment and restatement of the Company's Amended and Restated 2006 Stock Incentive Plan (the "Restated Plan"), which had been adopted by the Company's Board of Directors on April 14, 2026. The primary reason for the proposal was to increase the maximum number of shares authorized for issuance under the Restated Plan by 300,000 shares to 2,940,278 shares. The foregoing share increase was the only substantive change made in the Restated Plan.
The Restated Plan authorizes awards of stock-based compensation to directors, officers, key employees, and consultants. The material terms of the Restated Plan are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on April 17, 2026, under the heading "PROPOSAL NO. 2: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN" which is incorporated herein by reference. The descriptions of the Restated Plan contained herein and in the definitive proxy statement do not purport to be complete and are qualified in their entirety by reference to the Restated Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2026 Annual Meeting of Shareholders on May 20, 2026 by telephone. The following is a brief description of the matters voted on at the Annual Meeting , which are more fully described in the Company's definitive proxy statement filed with the SEC on April 17, 2026, and a statement of the number of votes cast for, withheld and against and the number of abstentions and broker non-votes:
The following nominees were elected to serve on the board of directors until the next annual meeting or until their successors are duly elected or qualified by the votes indicated below:
Nominee For Withheld Broker non-votes
Todd A. DeBonis 2,111,467 221,501 1,970,855
Dean W. Butler 2,111,481 221,487 1,970,855
Douglas J. Darrow 2,111,511 221,457 1,970,855
C. Scott Gibson 2,052,816 280,152 1,970,855
Daniel J. Heneghan 2,035,246 297,722 1,970,855
The proposal to approve an amendment and restatement of the Company's Amended and Restated 2006 Stock Incentive Plan was approved and received the following votes:
For Against Abstain Broker non-votes
2,088,917 226,671 17,380 1,970,855
The proposal to approve, on an advisory basis, the executive compensation of the Company's named executive officers was approved and received the following votes:
For Against Abstain Broker non-votes
2,089,858 233,448 9,662 1,970,855
The proposal to ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved and received the following votes:
For Against Abstain
4,243,044 57,853 2,926
Pixelworks Inc. published this content on May 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 20, 2026 at 20:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]