Monolithic Power Systems Inc

1. 1

   Election of Class I Directors (Victor K. Lee and Jeff Zhou

   ManagementBoard: FOR

   Elect two Class I directors, Victor K. Lee and Jeff Zhou, to serve three-year terms expiring in 2029.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm (Ernst & Young LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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 Compensation Discussion and Analysis and related tables and narratives in the Proxy Statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the named executive officers’ (NEOs’) compensation as disclosed in the proxy materials. Management seeks approval to validate its compensation design, which emphasizes pay-for-performance through a predominance of at-risk compensation: short-term cash incentives tied to non-GAAP operating income and long-term performance-based RSUs tied to a three-year revenue-growth relative metric and relative TSR versus the PHLX Index. The Compensation Committee engaged an independent consultant and has iteratively adjusted programs based on stockholder feedback, including introducing relative TSR metrics and rigorous revenue growth thresholds. The vote is advisory under Section 14A and is intended to inform the Board and Compensation Committee on shareholder support for current policies; while non-binding, the Board states it will consider the outcome in future decisions. The company highlights its recent strong operating performance (record 2025 revenue) and substantial realized and prospective equity outcomes to demonstrate alignment of pay with long-term value creation. The proxy also notes governance features intended to protect shareholders, including caps on payouts, a clawback policy, and significant stock ownership guidelines for executives and directors. Recent developments — including a financial statement restatement and the Compensation Committee’s subsequent recovery analysis concluding no clawback was required — create additional governance context that shareholders may weigh. Overall, management recommends a 'FOR' vote on the basis that the compensation program aligns executive incentives with stockholder interests, uses rigorous multi-year performance metrics, and has been adjusted through active stockholder engagement and independent advisor input.

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When is the Monolithic Power Systems Inc 2026 annual meeting?

Monolithic Power Systems Inc (MPWR) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Monolithic Power Systems Inc 2026 meeting?

The record date for the Monolithic Power Systems Inc 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Monolithic Power Systems Inc's 2026 meeting?

The board is presenting 2 director nominees at the Monolithic Power Systems Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Monolithic Power Systems Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Monolithic Power Systems Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.