Form 8-K - Current report

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported):

June 13, 2024

 

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MONOLITHIC POWER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		000-51026		77-0466789
(State or other jurisdiction of		(Commission		(I.R.S. Employer
incorporation or organization)		File Number)		Identification Number)

5808 Lake Washington Blvd. NE, Kirkland, Washington (Address of principal executive offices)

98033 (Zip Code)

 

 

[phone]

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MPWR	The NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 13, 2024, Monolithic Power Systems, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders:

 

(1)	elected three Class II directors to serve for three-year terms until the Company’s annual meeting of stockholders in 2027, or until their respective successors are duly elected and qualified;

 

(2)	ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024;

 

(3)	approved, on an advisory basis, the 2023 compensation of the Company’s named executive officers; and
(4)	approved, on an advisory basis, the stockholder proposal to elect each director annually.

 

The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, is set forth below.

 

(1)	Election of three Class II directors:

 

Nominee	For	Withheld	Broker Non-Votes
Eugen Elmiger	34,362,647	8,395,148	2,090,126
Eileen Wynne	40,333,178	2,424,617	2,090,126
Jeff Zhou	39,390,415	3,367,380	2,090,126

 

(2)	Ratification of the appointment of the Company’s independent registered public accounting firm:

 

For	Against	Abstain	Broker Non-Votes
44,814,597	18,945	14,379	0

 

(3)	Approval, on an advisory basis, of the 2023 compensation of the Company’s named executive officers:

 

For	Against	Abstain	Broker Non-Votes
41,405,848	1,080,326	271,621	2,090,126

 

(4)	Stockholder proposal to elect each director annually:

 

For	Against	Abstain	Broker Non-Votes
35,522,316	7,198,049	37,430	2,090,126

 

Item 8.01 Other Events.

 

On June 13, 2024, Monolithic Power Systems, Inc. issued a press release announcing the second quarter cash dividend of $1.25 per share to all stockholders of record as of the close of business on June 28, 2024. The dividend will be paid to stockholders on July 15, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

 

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit		Description
99.1		Press release issued on June 13, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: June 14, 2024	By:	/s/ Saria Tseng
		Saria Tseng
		Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary

 

 

Exhibit 99.1 

 

 

Monolithic Power Systems Announces Second Quarter 2024 Dividend

 

KIRKLAND, Washington, June 13, 2024 -- Monolithic Power Systems, Inc. (Nasdaq: MPWR), a global company that provides high-performance, semiconductor-based power electronics solutions, announced today its second quarter dividend of $1.25 per common share to all stockholders of record as of the close of business on June 28, 2024. The dividend will be paid on July 15, 2024.

 

Safe Harbor Statement 

This news release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our business and industry, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “forecasts,” “intends,” “believes,” “plans,” “may,” “will,” or “continue,” and similar expressions and variations or negatives of these words. All such statements are subject to certain risks, assumptions and uncertainties, including those described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Qs, and in other documents that we file or furnish with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially and adversely from those projected, and may affect our future operating results, financial position and cash flows. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, MPS does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the initial distribution of this release, whether as a result of new information, future events, changes in assumptions or otherwise.

 

About Monolithic Power Systems

Monolithic Power Systems, Inc. (“MPS”) is a fabless global company that provides high-performance, semiconductor-based power electronics solutions. MPS’s mission is to reduce energy and material consumption to improve all aspects of quality of life and create a sustainable future. Founded in 1997 by our CEO Michael Hsing, MPS has three core strengths: deep system-level knowledge, strong semiconductor design expertise, and innovative proprietary technologies in the areas of semiconductor processes, system integration, and packaging. These combined advantages enable MPS to deliver reliable, compact, and monolithic solutions that are highly energy-efficient, cost-effective, and environmentally responsible while providing a consistent return on investment to our stockholders. MPS can be contacted through its website at www.monolithicpower.com or its support offices around the world.

 

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Monolithic Power Systems, MPS, and the MPS logo are registered trademarks of Monolithic Power Systems, Inc. in the U.S. and trademarked in certain other countries.

 

Contact:

Bernie Blegen

Executive Vice President and Chief Financial Officer

Monolithic Power Systems, Inc.

408-826-0777

[e-mail] 

 

 

Document And Entity Information	Jun. 13, 2024
Document Information [Line Items]
Entity, Registrant Name	MONOLITHIC POWER SYSTEMS, INC.
Document, Type	8-K
Document, Period End Date	Jun. 13, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-51026
Entity, Tax Identification Number	77-0466789
Entity, Address, Address Line One	5808 Lake Washington Blvd. NE
Entity, Address, City or Town	Kirkland
Entity, Address, State or Province	WA
Entity, Address, Postal Zip Code	98033
City Area Code	425
Local Phone Number	296-9956
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MPWR
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001280452

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