Pixelworks to Reconvene Special Meeting of Shareholders on December 19, 2025

Rhea-AI Summary

Pixelworks (NASDAQ: PXLW) reconvened its Special Meeting of Stockholders on Dec 8, 2025 and adjourned it to Dec 19, 2025 at 9:00 a.m. PT to allow more time to vote on Proposal 1, which would authorize the sale of all shares of Pixelworks Semiconductor Technology (Shanghai).

As of Dec 8, about 98% of voted shares supported Proposal 1 but those votes represented only about 60% of outstanding common stock, short of the 67% approval threshold. Institutional Shareholder Services and Glass Lewis recommended shareholders vote FOR Proposal 1. Shareholders of record on Oct 17, 2025 must submit votes by Dec 18, 2025, 11:59 p.m. ET or vote during the reconvened virtual meeting.

Positive

• Proxy advisors ISS and Glass Lewis recommended FOR Proposal 1
• 98% of votes cast on Proposal 1 were in favor as of Dec 8, 2025

Negative

• Votes in favor represented only ~60% of outstanding shares, below the 67% needed
• Special meeting adjourned to Dec 19, 2025 due to insufficient approval

Key Figures

Required approval threshold 67% of outstanding common shares Minimum approval needed for Proposal 1 asset sale

Support among votes cast 98% in favor of Proposal 1 Portion of voted shares backing Shanghai sale as of Dec 8, 2025

Voted share coverage 60% of shares outstanding Outstanding common stock represented in Proposal 1 vote

Reconvened meeting date December 19, 2025, 9:00 a.m. PT Adjourned Special Meeting to continue Proposal 1 voting

Record date October 17, 2025 Shareholders of record eligible to vote at Special Meeting

Proxy voting deadline December 18, 2025, 11:59 p.m. ET Cutoff for submitting votes before reconvened meeting

Conference dial-in 1-888-788-0099 Phone access for virtual Special Meeting

Conference ID 85737219104 Access code for adjourned Special Meeting

Market Reality Check

$6.83 Last Close

Volume Volume 48,819 vs 20-day average 106,805 (relative volume 0.46) ahead of the special meeting reconvene. low

Technical Shares at $6.91, trading below the 200-day MA of $8.08 per technical context.

Peers on Argus

Key semiconductor peers like MOBX (-3.65%), GCTS (-2.74%), and WKEY (-8.02%) showed declines, while PXLW’s stated 24h price change was 0%, suggesting stock-specific dynamics around the Shanghai sale vote.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 26	Special meeting adjournment	Neutral	-0.7%	Adjourned vote on Shanghai sale to allow more time to solicit support.
Nov 14	Conference participation	Neutral	+1.6%	CEO participation and investor meetings at ROTH Technology Conference.
Nov 11	Q3 2025 earnings	Neutral	+3.9%	Q3 results with higher gross margin, smaller loss, and capital-raising steps.
Nov 06	Product/technology update	Positive	+2.8%	Distributed rendering solution adoption in realme GT8 R1 gaming chip.
Nov 04	Shanghai sale letter	Positive	+3.9%	CEO letter detailing economics and strategy of Shanghai sale to VeriSilicon.

Pattern Detected

Recent news tied to the Shanghai sale and technology partnerships has generally coincided with modest positive price reactions, while procedural meeting updates have seen limited impact.

Recent Company History

Over the past few months, Pixelworks has focused on divesting its Shanghai subsidiary and repositioning the business. The October 8-K, PREM14A, and shareholder letter outlined a sale valuing Shanghai at up to RMB 950 million with expected net proceeds of $50–$60 million, requiring approval by 67% of outstanding shares. Subsequent earnings on Nov 11, 2025 and product news on Nov 6, 2025 drew positive reactions. The current adjournment continues the process of securing sufficient votes for this asset sale.

Market Pulse Summary

This announcement extends the timeline for voting on Proposal 1, which requires support from at least 67% of outstanding common shares to approve the Shanghai subsidiary sale. As of December 8, about 98% of voted shares favored the deal, but only 60% of outstanding shares had participated. Investors may track turnout versus the October 17 record-date base, upcoming regulatory filings, and any further company communications on the strategic rationale and execution risks of the transaction.

Key Terms

proxy statement regulatory

"Proposal 1 is described in more detail in the proxy statement filed by the Company..."

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

record date regulatory

"outstanding shares of common stock on the record date for the special meeting..."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

proxy solicitor regulatory

"please contact the Company's proxy solicitor, Alliance Advisors, for assistance..."

A proxy solicitor is a professional firm or individual hired by a company or a shareholder to contact other shareholders and gather their votes or signed proxy cards for an upcoming shareholder meeting. Think of them as paid canvassers who explain proposals and collect votes; their work can determine outcomes like board elections, mergers, or policy changes and signals how contested or important a vote is to investors.

AI-generated analysis. Not financial advice.

Meeting adjourned because the approval by 67% of outstanding common shares on Proposal 1 was not received

Shareholders who have not voted are urged to vote FOR Proposal 1

PORTLAND, Ore., Dec. 8, 2025 /PRNewswire/ -- Pixelworks, Inc. (NASDAQ: PXLW) ("Pixelworks" or the "Company"), a leading provider of innovative video and display processing solutions, today announced that its Special Meeting of Stockholders reconvened on December 8, 2025 (the "Special Meeting") has been adjourned until December 19, 2025, at 9:00 a.m. Pacific time to give shareholders additional time to vote on Proposal 1. Proposal 1 would authorize the sale of all the shares of the Company's subsidiary, Pixelworks Semiconductor Technology (Shanghai), held indirectly by the Company (the "Sale"). Although Proposal 1 has received significant support based on the shares that had been voted by December 8, 2025, the approval by holders of at least 67% of the outstanding shares of common stock on the record date for the special meeting has not yet been received.

When the Special Meeting was reconvened, approximately 98% of the shares that had been voted on Proposal 1 were voted in its favor but represented only approximately 60% of the shares of common stock outstanding on the record date for the Special Meeting. The Board of Directors continues to believe that the approval of Proposal 1 is in the best interests of the Company and its shareholders, and both leading independent proxy voting advisory groups, Institutional Shareholder Services and Glass Lewis, recommended that shareholders vote FOR Proposal 1. Proposal 1 is described in more detail in the proxy statement filed by the Company with the Securities and Exchange Commission on October 27, 2025 (the "Special Meeting Proxy Statement"), as supplemented by additional definitive proxy materials filed by the Company on November 4, 2025.

Adjournment of Special Meeting

The adjourned Special Meeting will be held in a virtual format and shareholders of record on October 17, 2025, will be able to listen and participate in the reconvened meeting, as well as vote and submit questions during the meeting by dialing 1-888-788-0099. The conference ID number for the Special Meeting is 85737219104.

The Company's Board of Directors encourages any shareholder as of the record date of October 17, 2025, who has not yet voted their shares on Proposal 1 or is uncertain if their shares have been voted on Proposal 1 to contact their broker or bank to vote their shares as soon as possible, but no later than December 18, 2025, at 11:59 p.m. Eastern time.

Stockholders who have previously submitted their proxy or otherwise voted on Proposal 1at the Special Meeting of Shareholders and who do not wish to change their vote need not take any action. For questions relating to the voting of shares or to request additional or misplaced proxy voting materials, please contact the Company's proxy solicitor, Alliance Advisors, for assistance in voting your shares toll free (in the U.S.) at 1-855-206-1342 or via email at PXLW@allianceadvisors.com.

Votes must be received by 11:59 p.m. Eastern time on December 18, 2025, to be counted. After this time, votes can only be cast by record holders as of October 17, 2025, during the adjourned Special Meeting on December 19, 2025, at 9:00 a.m. Pacific time at 1-855-206-1342 or via email at PXLW@allianceadvisors.com.

Forward-Looking Statements

This press release contains "forward-looking statements" that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release are forward-looking statements. Examples of such statements include, but are not limited to, statements regarding the closing of the Sale; and the satisfaction of closing conditions with respect to the Sale, including approval by Pixelworks' shareholders. You should not place undue reliance on these forward-looking statements. Such statements are based on management's current expectations and understandings and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements. We disclaim any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made, except as required by law. You should review additional disclosures we make in our filings with the SEC, including our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and current reports and other documents that we have filed or may file in the future. You may access these documents for no charge at http://www.sec.gov.

Additional Information and Where to Find It

In connection with the Sale, Pixelworks has filed a proxy statement on Schedule 14A with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY THE SPECIAL MEETING PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

Free copies of the Special Meeting Proxy Statement, as well as other filings containing information about Pixelworks and the proposed Sale, may be obtained at the SEC's Internet site (http://www.sec.gov). You may also obtain the documents filed with the SEC, free of charge, in the "Investors" section of our website, www.pixelworks.com, under the heading "Investors—SEC Filings" or by requesting them in writing or by telephone at: Pixelworks, Inc., 16760 SW Upper Boones Ferry Rd., Suite 101, Portland, OR 97224; Telephone (503) 601-4545.

Participants in the Solicitation

Pixelworks and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Pixelworks. Information about the Pixelworks directors and executive officers is set forth in the proxy statement for the Company's 2025 annual meeting of shareholders, as filed with the SEC on Schedule 14A on April 21, 2025. Additional information regarding the interests of those participants and other persons who may be deemed participants may be obtained by reading the proxy statement for the annual meeting and other relevant documents regarding the proposed Sale. Copies of these documents may be obtained free of charge from the sources described above.

About Pixelworks, Inc.

Pixelworks provides industry-leading content creation, video delivery and display processing solutions and technology that enable highly authentic viewing experiences with superior visual quality, across all screens – from cinema to smartphone and beyond. Pixelworks has more than 20 years of delivering image processing innovation to leading providers of consumer electronics, professional displays, and video streaming services. For more information, please visit Pixelworks' web site at www.pixelworks.com.

Note: Pixelworks and the Pixelworks logo are trademarks of Pixelworks, Inc.

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SOURCE Pixelworks, Inc.

FAQ

What is Pixelworks (PXLW) asking shareholders to approve on Dec 19, 2025?

Shareholders are asked to approve Proposal 1, authorizing the sale of all shares of Pixelworks Semiconductor Technology (Shanghai).

Why was the Pixelworks special meeting adjourned to Dec 19, 2025?

The meeting was adjourned because votes in favor represented only about 60% of outstanding shares, below the required 67% approval threshold.

How many shareholders voted for Proposal 1 as of Dec 8, 2025 for PXLW?

About 98% of the shares that had been voted were in favor of Proposal 1 as of Dec 8, 2025.

What is the deadline for Pixelworks (PXLW) shareholders to submit votes for Proposal 1?

Votes must be received by Dec 18, 2025 at 11:59 p.m. Eastern time to be counted before the reconvened meeting.

How can PXLW shareholders vote if they have not yet voted or are unsure?

Shareholders should contact their broker or bank or call the proxy solicitor Alliance Advisors at 1-855-206-1342 or email PXLW@allianceadvisors.com.

When and how can record holders vote during the reconvened Pixelworks meeting?

Record holders as of Oct 17, 2025 can vote during the virtual reconvened meeting on Dec 19, 2025 at 9:00 a.m. PT by dialing the meeting line.