Silicon Laboratories Inc

This is an advisory (non-binding) 'say-on-pay' proposal asking stockholders to approve the overall compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement. Management is seeking shareholder approval to demonstrate broad support for its pay philosophy and practices, which it describes as designed to attract, motivate and retain executives while aligning pay with strategic and operational performance. The Company emphasizes its use of a mix of base salary, annual cash incentives tied to adjusted non-GAAP operating income, and long-term equity awards (RSUs and PSUs) to align management’s interests with long‑term shareholder value. The Compensation Committee, comprised of independent directors and supported by an external consultant, sets targets and adjustments and notes rigorous metrics and clawback and ownership policies to mitigate risks. The Board frames the vote as an endorsement of the compensation framework and signals that it will consider significant negative vote results and shareholder feedback in future compensation decisions. Because the vote is non-binding, management cannot be compelled to change pay practices, but a large negative vote could prompt the Compensation Committee to review and adjust program design and disclosure. The Board’s recommendation to vote FOR is supported by recent pay‑for‑performance outcomes described in the Proxy (including a strong emphasis on at‑risk compensation and multi‑year PSU structures), and the Company highlights recent engagement with shareholders and a prior high say‑on‑pay approval. Investors should weigh the program’s alignment features (performance metrics, multi-year PSUs, clawbacks, ownership guidelines) against dilution from equity grants and realized pay levels disclosed for the Named Executive Officers when evaluating the proposal.

This management proposal asks shareholders to approve an amendment and restatement of the Company’s 2009 Stock Incentive Plan to (a) add 1,400,000 shares to the plan’s reserve and (b) extend the period during which awards may be granted to the tenth anniversary of the 2026 Annual Meeting. Management states the request is driven by on-going share needs to attract, retain and incentivize employees, officers and directors as a standalone company, and it explicitly notes the analysis excluded consideration of the merger agreement announced February 4, 2026. The proxy provides concrete metrics: as of February 15, 2026 approximately 738,906 shares remained available under the plan and unvested outstanding full‑value awards totaled 1,527,806 shares, yielding a projected overhang of approximately 10.01% on a fully diluted basis should the proposal pass. Management also describes historical issuance (about 12.5 million shares since plan inception, or ~10.4M on a post‑2017 counting basis) and estimates the requested new shares would cover expected grant needs for roughly 3.6 years based on current practices, while acknowledging actual duration could vary. Governance safeguards in the plan include a one‑year minimum vesting rule (with limited exceptions), limits on annual grants to any participant (1,000,000 shares) and non‑employee director compensation caps, anti‑repricing provisions without stockholder approval, and recoupment/clawback provisions tied to applicable rules. The Board supports the amendment as a necessary tool to preserve competitive equity grant capacity and to execute retention and performance alignment strategies; however, investors should balance that operational need against dilution and overhang impacts, review historical grant pacing and the Company’s stated counting rules, and consider the vote threshold (a majority of shares present and entitled to vote) and proxy advisory perspectives when evaluating merits of the proposal.