Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On June 3, 2026, Power Integrations, Inc. (the
“Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). Present in person or by
proxy at the Meeting were shares of Common Stock representing 53,728,568 votes, or approximately 96.45% of the 55,703,980 shares outstanding
and entitled to vote as of the record date of April 13, 2026, and which constituted a quorum.
At the Meeting, the Company’s stockholders:
(i) elected Wendy Arienzo, Ph. D., Anita Ganti, Nancy Gioia, Balakrishnan S. Iyer, Jennifer Lloyd, Ph. D., Gregg Lowe, and Ravi Vig, each
to serve as a director of the Company until the 2027 Annual Meeting of Stockholders as described in Proposal One; (ii) approved, on an
advisory and non-binding basis, the compensation of the Company’s named executive officers as described in Proposal Two; (iii) ratified
the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2026 as described in Proposal Three; (iv) approved an amendment and restatement of the Company’s 2016 Incentive Award
Plan to increase the number of shares of common stock reserved for issuance thereunder as described in Proposal Four; and (v) did not
approve a stockholder proposal related to the separation of the office of Chairman and the office of Chief Executive Officer as described
in Proposal 5.
The following tables set forth the results of the
voting at the Meeting.
Proposal One - to elect seven (7)
directors each to hold office until the Company’s 2027 Annual Meeting of Stockholders and until his or her successor is duly elected
and qualified, or until his earlier death, resignation, or removal:
Director Nominees For Withheld Broker Non-votes
───────────────────────────────────────────────────────────────────────────────
Wendy Arienzo, Ph. D. 50,337,805 840,578 2,550,185
Anita Ganti 50,821,276 357,107 2,550,185
Nancy Gioia 50,993,502 184,881 2,550,185
Balakrishnan S. Iyer 45,129,046 6,049,337 2,550,185
Jennifer Lloyd, Ph. D. 51,110,446 67,937 2,550,185
Gregg Lowe 51,003,012 175,371 2,550,185
Ravi Vig 50,723,251 455,132 2,550,185
Each of the director nominees received the required affirmative vote
of holders of a plurality of the votes cast and, therefore, each of the Company’s nominees were elected as a director to hold office
until the Company’s 2027 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified, or until
his or her earlier death, resignation, or removal.
Proposal Two - to approve, on an advisory
and non-binding basis, the compensation of the Company’s named executive officers:
For Against Abstain Broker Non-votes
────────────────────────────────────────────────────────────────────────────────────────────────────────────────
47,396,523 3,775,693 6,167 2,550,185
Proposal Two required the affirmative vote of the holders of a majority
of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved
by stockholders as set forth in the table above.
Proposal Three - to ratify the selection
of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2026:
For Against Abstain Broker Non-votes
────────────────────────────────────────────────────────────────────────────────────────────────────────
52,771,119 937,542 19,907 0
Proposal Three required the affirmative vote of the holders of a majority
of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved
by stockholders as set forth in the table above.
Proposal Four - to approve an amendment
and restatement of the Power Integrations, Inc. 2016 Incentive Award Plan to increase the number of shares of Common Stock reserved for
issuance thereunder:
For Against Abstain Broker Non-votes
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────
42,512,170 8,641,807 24,406 2,550,185
Proposal Four required the affirmative vote of the holders of a majority
of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved
by stockholders as set forth in the table above.
Proposal Five - to approve a stockholder
proposal related to the separation of the office of Chairman and the office of Chief Executive Officer:
For Against Abstain Broker Non-votes
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────
5,778,974 45,300,365 99,043 2,550,185
Proposal Five required the affirmative vote of the holders of a majority
of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was not approved
by stockholders as set forth in the table above.