Synaptics Stockholders Approve Equity Plan Expansion, Elect Eight Directors

Key Points

• Synaptics stockholders elected all eight director nominees to one-year terms ending at the 2027 annual meeting, with each receiving a majority of votes cast.
• Investors approved an amendment to the 2019 Equity and Incentive Compensation Plan, increasing its share reserve by 1 million shares effective Oct. 27.
• Stockholders also ratified KPMG LLP as the company’s independent auditor and approved executive compensation for fiscal 2026 on an advisory basis; final results are expected in a Form 8-K within four business days.

Synaptics NASDAQ: SYNA stockholders elected eight directors and approved three additional proposals at the company’s 2026 annual meeting, including an expansion of its equity incentive plan.

Rahul Patel, Synaptics’ president and chief executive officer, chaired the virtual meeting, held Oct. 27. The company reported that more than 50% of shares eligible to vote were represented by proxy, establishing a quorum.

As of the Aug. 28 record date, Synaptics had 39,692,413 shares of common stock outstanding and entitled to vote, Lisa Bodensteiner, senior vice president, chief legal officer and corporate secretary, said during the meeting.

Directors Elected for One-Year Terms

Stockholders elected each of the company’s eight director nominees to terms expiring at the 2027 annual meeting. The elected directors were:

• Nelson Chan
• Keith Geeslin
• Susan Hardman
• Patricia Kummrow
• Vivie Lee
• Venkatesh Nathamuni
• Rahul Patel
• James Whims

Bodensteiner said each nominee received a majority of votes cast. No additional director nominations had been received before the deadline set under the company’s bylaws.

Equity Plan Amendment Approved

Stockholders also approved an amendment and restatement of Synaptics’ amended and restated 2019 Equity and Incentive Compensation Plan. The approval increases the plan’s share reserve by 1 million shares, effective Oct. 27, according to the meeting presentation.

The company did not provide additional details on the terms of the amended plan during the meeting.

Auditor Ratification and Executive Pay Vote

Investors ratified the appointment of KPMG LLP as Synaptics’ independent auditor for the fiscal year ending June 26, 2027. Steve Morgan of KPMG attended the meeting and was available to respond to appropriate questions, though the audit firm did not plan to make a statement.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers for fiscal 2026. The vote covered the executive compensation disclosures included in Synaptics’ fiscal 2026 proxy statement, including the compensation discussion and analysis, compensation tables and related narrative disclosure.

Patel said Synaptics expects to report final voting results in a Form 8-K filing with the Securities and Exchange Commission within four business days. The preliminary results showed that all four matters presented to stockholders were approved.

About Synaptics (NASDAQ:SYNA)

Synaptics Incorporated NASDAQ: SYNA is a fabless semiconductor company that develops technologies for human-machine interaction, connectivity and edge computing. Its solutions are designed to help people interact with electronic devices and enable connected products to process data closer to where it is generated.

The company's product portfolio includes touch and gesture controllers, touchpads, touchscreen and display technologies, fingerprint sensors, wireless connectivity solutions, video and audio products, and system-on-chip platforms.

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