Lattice Semiconductor Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight director nominees named in the Proxy Statement to serve one-year terms ending in 2027.

2. 2

   Ratification of the Appointment of Ernst & Young LLP as 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 January 2, 2027.

3. 3

   Advisory Vote to Approve Named Executive Officers’ Compensation

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation of the company’s Named Executive Officers as disclosed in the Proxy Statement (Say-on-Pay).

   More detail

   This management proposal requests an annual, non-binding advisory approval (Say-on-Pay) of the Named Executive Officers’ compensation as disclosed in the Proxy Statement. Management and the Compensation Committee argue that the compensation program is designed to align executive incentives with long-term stockholder value through a pay-for-performance philosophy emphasizing performance-based equity (PRSUs tied to TSR and revenue growth), a Corporate Incentive Plan with revenue and non-GAAP operating income metrics, and retention/grant actions following leadership changes. The Board recommends a vote FOR, noting responsiveness to the 2025 Say-on-Pay outcome (~56% support) and subsequent extensive stockholder outreach leading to enhanced disclosures and guardrails. Key context includes multi-year CEO hiring awards (no CEO equity grants in 2025), significant use of revenue-growth-linked PRSUs and the Go for Gold program to broaden top-line alignment, and the Compensation Committee’s discretion (e.g., no discretionary adjustments to 2025 payouts). Counterarguments for shareholders could include concerns over special/one-time grants, the prior low Say-on-Pay support, and the heavy emphasis on revenue which may underweight margin or profitability metrics; management addressed this by keeping margin/operating income in the Corporate Incentive Plan and implementing governance safeguards like clawback and stock ownership policies.

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When is the Lattice Semiconductor Corp 2026 annual meeting?

Lattice Semiconductor Corp (LSCC) holds its 2026 annual shareholder meeting on Friday, May 1, 2026.

What is the record date for the Lattice Semiconductor Corp 2026 meeting?

The record date for the Lattice Semiconductor Corp 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Lattice Semiconductor Corp's 2026 meeting?

The board is presenting 8 director nominees at the Lattice Semiconductor Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Lattice Semiconductor Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Lattice Semiconductor Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.