Not independent
Tenure on this board
10.2 yrs
5 nominees · 4 ballot items.
Election of five directors; Approval of amendment and restatement of the 2006 Stock Incentive Plan to add 300,000 shares and extend term; Advisory (non-binding) approval of named executive officers’ compensation; Ratification of Grant Thornton LLP as independent registered public accounting firm.
Elect five directors (Todd A. DeBonis, Dean W. Butler, Douglas J. Darrow, C. Scott Gibson, and Daniel J. Heneghan) to serve until the next annual meeting or until successors are elected.
Amend and restate the 2006 Stock Incentive Plan to increase shares available by 300,000 to 2,940,278 shares and extend the plan term by one year to April 13, 2036.
This management proposal seeks shareholder approval to amend and restate the Company’s long-standing 2006 Stock Incentive Plan, increasing the authorized pool by 300,000 shares and extending the plan’s term to April 13, 2036. Management frames the increase as necessary to continue granting annual and long-term equity awards for retention and alignment with shareholder interests, noting the post-increase pool would represent about 5.84% of outstanding common stock—an amount the Board deems reasonable. The proposal emphasizes several governance safeguards retained in the plan: no evergreen provision, no option repricing without shareholder approval, double-trigger vesting for change-of-control accelerations for options and RSUs, limits on share recycling, a clawback policy and post-issuance holding requirements for certain executive officers. The Compensation Committee and Board recommend a FOR vote citing competitive compensation needs and retention considerations; they disclose that board members and executive officers are eligible participants, creating potential conflicts of interest. If shareholders reject the proposal, the company will continue operating under the current share limits which could constrain future equity grants and potentially limit Pixelworks’ ability to attract, retain or incentivize key personnel. The proposal is routine for small-cap tech companies but merits scrutiny by investors concerned about dilution, insider participation, and the company’s historical burn rate (8.3% three-year average) and recent stock price movements that materially affect the economic value of equity compensation.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This management-sponsored, non-binding say-on-pay proposal asks shareholders to approve the compensation of the company's Named Executive Officers as disclosed in the proxy materials. Management argues that executive compensation is structured to align pay with performance through a mix of base salary, performance-based restricted stock units (PRSUs) and RSUs, and that compensation decisions are informed by peer company data and consultant advice; it emphasizes objectives like pay-for-performance, fiscal responsibility (no tax gross-ups, double-trigger change-of-control protections) and competitive positioning. The Compensation Committee highlights recent practices: no cash bonuses paid in 2025 due to revenue thresholds not met, material PRSU outcomes tied to a combination of operational goals and TSR modifiers, and transaction bonuses tied to the sale of Pixelworks Shanghai paid in January 2026. The Board recommends a FOR vote but notes the advisory nature of the vote and will consider results in future compensation decisions. Key analytic considerations include the company's use of multi-year PRSUs with annual tranches and TSR adjustments, the pay versus performance disclosures showing variability linked to stock price, and the fact that the vote is routine but important for monitoring alignment and governance oversight.
Ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Baird Financial Group, Inc. | 4.7% | 296,298 | $2M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 276,546 | $1M |
| 3 | Bleichroeder LP | 3.2% | 201,015 | $1M |
| 4 | Potomac Capital Management, Inc. | 3.1% | 200,000 | $1M |
| 5 | EMERALD ADVISERS, LLC | 1.0% | 64,695 | $349K |
| 6 | UBS Group AG | 0.9% | 57,120 | $308K |
| 7 | UBS Group AG | 0.9% | 55,662 | $301K |
| 8 | BlackRock, Inc. | 0.8% | 52,862 | $285K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.8% | 49,788 | $269K |
| 10 | NANO CAP NEW MILLENNIUM GROWTH FUND L P | 0.7% | 44,000 | $238K |
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