Synaptics Inc

1. 1

   Adoption of the Merger Agreement

   ManagementBoard: FOR

   Adopt the Amended and Restated Agreement and Plan of Merger under which Sonic Acquisition Corp. will merge with and into Synaptics, with Synaptics surviving as a wholly owned subsidiary of ON Semiconductor Corporation, and each eligible Synaptics share converting into the right to receive $123.00 in cash without interest.

   More detail

   Proposal 1 asks stockholders to approve the transaction agreement governing onsemi’s acquisition of Synaptics. The structure is a reverse subsidiary merger in which Sonic Acquisition Corp. merges into Synaptics, leaving Synaptics as the surviving entity and a wholly owned onsemi subsidiary. Eligible Synaptics stockholders would receive $123.00 in cash per share, without interest, subject to withholding and appraisal-rights exceptions. Approval is a closing condition because the agreement requires the affirmative vote of holders of a majority of issued and outstanding shares entitled to vote. The board is seeking approval after a strategic review, negotiations with onsemi, and a post-signing competitive process involving Party A, later identified as Cirrus Logic. The board concluded that the all-cash consideration provides substantial value and certainty compared with the earlier stock-based onsemi proposal and Party A’s partially stock-based alternatives. The board also considered execution certainty, regulatory progress, committed financing, the absence of a financing condition, and the fairness opinion from Qatalyst Partners. Although the transaction eliminates future participation in Synaptics’ standalone upside and carries regulatory, litigation, integration, and closing risks, the board determined that the negotiated price was the highest reasonably obtainable under the circumstances. The board unanimously recommends that stockholders vote FOR the Merger Proposal.

2. 2

   Non-Binding Advisory Vote on Transaction-Related Compensation for Certain Synaptics Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, compensation that may be paid or become payable to Synaptics’ named executive officers in connection with the Merger, including severance, equity-award treatment or acceleration, benefits, and prorated bonuses.

   More detail

   Proposal 2 asks stockholders to approve, on an advisory and non-binding basis, merger-related compensation for Synaptics’ named executive officers. The vote covers compensation disclosed under Item 402(t), including cash severance, equity-award treatment, potential acceleration, COBRA-related benefits, and prorated annual bonuses. The proposal is required by Section 14A of the Exchange Act and is commonly called a golden-parachute say-on-pay vote. The disclosed estimates vary substantially among the named executive officers and include both single-trigger and double-trigger components. Certain MSU vesting and prorated bonus payments may arise at closing, while much of the severance and remaining equity acceleration depends on a qualifying termination after the change in control. The arrangements are contractual and generally are not subject to stockholder approval, so approval is not a condition to the merger and rejection would not eliminate amounts Synaptics is otherwise obligated to pay. The board was aware of the executives’ divergent interests and considered them when evaluating and recommending the merger. Management is seeking approval to satisfy the federal disclosure and voting requirement and to obtain stockholder support for the disclosed compensation framework. The board unanimously recommends a FOR vote, while emphasizing that the outcome is advisory and not binding on Synaptics, onsemi, or their boards.

3. 3

   Adjournment of the Special Meeting

   ManagementBoard: FOR

   Approve adjournment of the special meeting from time to time, if necessary or appropriate, to solicit additional proxies, address a lack of quorum or insufficient votes for the Merger Proposal, or provide a proxy-statement supplement or amendment.

   More detail

   Proposal 3 asks stockholders to authorize adjournment of the Special Meeting when necessary or appropriate. The stated purposes are to solicit additional proxies if the Merger Proposal lacks sufficient support, establish a quorum if one is absent, or allow timely dissemination of a proxy-statement supplement or amendment. The authority could permit one or more adjournments, subject to the procedural limitations described in the proxy statement and applicable Delaware law. Management is seeking this flexibility because adoption of the Merger Agreement requires approval by a majority of all outstanding shares entitled to vote, making nonparticipation and abstention consequential for the transaction. An adjournment could provide additional time to contact stockholders, clarify information, or address procedural deficiencies without immediately ending the approval process. The proposal does not itself approve the merger or alter the merger consideration of $123.00 per share. Approval of the Adjournment Proposal is not a condition to completing the merger. If a quorum is present, approval requires a majority of votes cast, excluding abstentions and broker non-votes; if no quorum is present, a majority of the voting power present is required. The board unanimously recommends a FOR vote because the authority protects the company’s ability to complete the stockholder vote and distribute any required supplemental disclosure.

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

When is the Synaptics Inc 2026 special meeting?

Synaptics Inc (SYNA) holds its 2026 special shareholder meeting on Tuesday, November 17, 2026.

What is the record date for the Synaptics Inc 2026 meeting?

The record date for the Synaptics Inc 2026 meeting is Tuesday, October 13, 2026. Shareholders of record on or before that date are eligible to vote.

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

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