Cirrus Logic Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven nominees named in the proxy statement to the Company’s Board of Directors for one-year terms.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 27, 2027.

3. 3

   Advisory Vote To Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This advisory proposal asks stockholders to express approval or disapproval of the Company’s executive compensation as disclosed in the proxy materials; it is non-binding but serves as an important signal to the Compensation Committee and Board. Management frames the program around pay-for-performance, combining base salary, semiannual cash bonuses tied to operating profit margin and revenue growth, and long-term equity awards (RSUs, MSUs, and PSUs) with multi-year vesting and performance conditions. The Board recommends a FOR vote, citing alignment of incentive design with strategic objectives, robust governance features (independent Compensation Committee, independent consultant, clawback policy, stock ownership guidelines), and historically strong stockholder support (94% FOR in 2025). The Compensation Committee relies on a compensation peer group and market benchmarks and emphasizes that a significant portion of NEO pay is at risk and tied to Company performance and TSR. Potential counterarguments include the usual limits of advisory votes (non-binding) and the discretion retained by the Committee in plan design and levels; the proxy discloses the Committee’s responsiveness to stockholder feedback and willingness to change. Given the Company’s recent financial performance (revenue and operating profit growth, share repurchases) and described pay practices, the Board considers the program appropriately calibrated to retain executives while aligning their interests with long-term stockholder value. Investors evaluating this proposal should weigh the documented governance safeguards and performance linkage against total pay levels and realized pay volatility driven by equity valuations; while the design is defensible, ongoing monitoring of realized pay versus realized performance and equity dilution metrics remains critical.

4. 4

   Approval of an Amendment and Restatement of the Company’s 2018 Long Term Incentive Plan

   ManagementBoard: FOR

   Approve an amendment and restatement of the 2018 LTIP to (among other changes) increase the share reserve by 3,500,000 shares and extend the plan term to July 31, 2036, with other technical and governance updates.

   More detail

   This management proposal requests stockholder approval to amend and restate the Company’s 2018 Long Term Incentive Plan to add 3.5 million shares to the existing reserve and to extend the plan term to July 31, 2036. Management argues the increase is necessary because only ~1.55 million shares remained available as of May 7, 2026 and the LTIP is the Company’s sole equity award vehicle; without additional authorization the Board’s ability to grant competitive equity compensation to recruit, retain, and motivate employees and directors would be constrained. The proxy provides quantitative context — three-year average burn rate (1.73%), current overhang (8%) rising to an estimated 14% if the requested shares are approved — and governance safeguards embedded in the LTIP, including independent administration by the Compensation Committee, prohibition on repricing without stockholder approval, minimum vesting rules (with limited exceptions), caps on non-employee director compensation, and clawback provisions. The Compensation Committee considered market practices, historical equity usage, dilution impact, and retention needs in recommending the increase; it emphasizes that a cash-only alternative would be more costly and less aligned with long-term stockholder interests. Potential investor concerns include incremental dilution (projected overhang increase to 14%), the size of the requested reserve relative to headcount and hiring plans, and the scope of vesting exceptions; the proxy attempts to mitigate these by disclosing burn rate, overhang, and explicit limits (e.g., 5% carve-out to minimum vesting). The Board’s recommendation for a FOR vote is grounded in the view that the LTIP’s design and the requested share increase appropriately balance the Company’s talent needs and stockholder protections, but sophisticated investors should monitor future grant pacing, realized dilution, and whether grants are tightly linked to measurable performance outcomes.

Upcoming shareholder meetings at Cirrus Logic Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Cirrus Logic Inc 2026 annual meeting?

Cirrus Logic Inc (CRUS) holds its 2026 annual shareholder meeting on Friday, July 31, 2026.

What is the record date for the Cirrus Logic Inc 2026 meeting?

The record date for the Cirrus Logic Inc 2026 meeting is Monday, June 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cirrus Logic Inc's 2026 meeting?

The board is presenting 7 director nominees at the Cirrus Logic Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cirrus Logic Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Cirrus Logic Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.