Pixelworks to Reconvene Special Meeting of Shareholders on December 31, 2025

Rhea-AI Summary

Pixelworks (NASDAQ: PXLW) adjourned its reconvened Special Meeting of Stockholders to December 31, 2025 at 9:00 a.m. PT to allow additional time to vote on Proposal 1, which would authorize the sale of all shares of the company's subsidiary Pixelworks Semiconductor Technology (Shanghai). As of December 19, 2025, ~98% of received proxies were voted FOR Proposal 1 but represented only ~61% of outstanding shares; approval requires at least 67%. The board and proxy advisors ISS and Glass Lewis recommended shareholders vote FOR Proposal 1. Votes must be received by 11:59 p.m. ET on December 30, 2025.

Positive

• Proxy advisory groups ISS and Glass Lewis recommended FOR
• Approximately 98% of received proxies voted in favor

Negative

• For approval, holders of ≥67% required; current support ~61%
• Purchase Agreement contained a Dec 15, 2025 outside closing date

Key Figures

Support for Proposal 1 Approximately 98% of proxies received Votes cast on Proposal 1 as of Dec 19, 2025

Voting participation Approximately 61% of outstanding shares Shares represented by proxies as of Dec 19, 2025

Approval threshold 67% of outstanding shares Required shareholder approval for Proposal 1

Reconvened meeting date December 31, 2025, 9:00 a.m. PT Adjourned Special Meeting reconvening time

Proxy voting deadline 11:59 p.m. ET on December 30, 2025 Cutoff for votes to be counted before meeting

Conference ID 85737219104 Conference ID number for the virtual Special Meeting

Market Reality Check

$6.37 Last Close

Volume Volume 59,143 is at 0.64x the 20-day average of 92,488, indicating subdued trading interest ahead of the vote. low

Technical Shares at $6.25 are trading below the 200-day MA of $7.96 and 59.47% below the 52-week high of $15.42.

Peers on Argus

PXLW gained 2.46% while peers were mixed: MOBX -8.77%, GCTS +2.92%, QUIK +3.54%, WKEY -1.2%, MX +0.38%, suggesting a stock-specific driver rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Meeting adjournment	Neutral	-1.2%	Extended time to gather votes for Shanghai sale Proposal 1.
Nov 26	Meeting adjournment	Neutral	-0.7%	Adjourned Special Meeting as votes fell short of 67% threshold.
Nov 14	Conference participation	Neutral	+1.6%	Announcement of participation in ROTH technology conference and 1x1 meetings.
Nov 11	Earnings results	Positive	+3.9%	Q3 2025 revenue growth, margin expansion, and capital-raising transactions.
Nov 06	Product partnership	Positive	+2.8%	Distributed rendering solution adoption in realme GT8 R1 gaming chip.

Pattern Detected

Recent news has focused on the proposed sale of Pixelworks Shanghai and related shareholder votes, with modest price reactions both up and down, indicating limited but recurring sensitivity to these procedural updates.

Recent Company History

Over the past few months, Pixelworks has centered communications on the proposed sale of Pixelworks Shanghai and efforts to secure the required 67% shareholder approval, including adjournments of the Special Meeting on Nov 26, Dec 8, and now Dec 19. Alongside this, Q3 2025 results on Nov 11 showed sequential revenue growth and margin expansion, and product news on Nov 6 highlighted gaming-related technology. Today’s announcement continues the pattern of extending the shareholder process rather than introducing new financial metrics.

Market Pulse Summary

This announcement extends the timeline for voting on Proposal 1, which would authorize selling all shares of Pixelworks Shanghai. As of December 19, approximately 98% of proxies supported the proposal but represented only 61% of outstanding shares, short of the 67% requirement. The Special Meeting is adjourned to December 31, 2025, with a voting deadline of December 30, 2025. Investors should monitor meeting results and subsequent SEC filings on the proposed transaction.

Key Terms

special meeting regulatory

"its Special Meeting of Stockholders (the "Special Meeting"), which was originally"

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

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.

purchase agreement regulatory

"under the terms of the purchase agreement pursuant to which the Sale will be"

A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.

record date regulatory

"shares of common stock on the record date for the Special Meeting has not yet"

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.

AI-generated analysis. Not financial advice.

PORTLAND, Ore., Dec. 19, 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 (the "Special Meeting"), which was originally convened on November 26, 2025, reconvened and adjourned on December 8, 2025, and then reconvened on December 19, 2025, has been adjourned until December 31, 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) ("Pixelworks Shanghai"), held indirectly by the Company (the "Sale"). Although Proposal 1 has received significant support based on the proxies that have been received by December 19, 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 on December 19, 2025, approximately 98% of the proxies that have been received had been voted in favor of Proposal 1, but represented only approximately 61% 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 the Board of Directors 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, November 11, and December 8, 2025.

As described in more detail in the Special Meeting Proxy Statement, under the terms of the purchase agreement pursuant to which the Sale will be consummated (the "Purchase Agreement"), either party has the right to terminate the Purchase Agreement if the closing of the Sale has not occurred on or before December 15, 2025. To date, neither party has sought to terminate the Purchase Agreement.

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.

Votes must be received by 11:59 p.m. Eastern time on December 30, 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 31, 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 or inferences regarding the closing of the Sale, potential exercise of termination rights under the Purchase Agreement, and the satisfaction or waiver of closing conditions in the Purchase Agreement. 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) proposing in Proposal 1 for the December 31, 2025 reconvened meeting?

Proposal 1 would authorize the sale of all shares of Pixelworks Semiconductor Technology (Shanghai) held indirectly by Pixelworks.

Why was Pixelworks' Special Meeting (PXLW) adjourned to December 31, 2025?

The meeting was adjourned to give shareholders additional time to vote because current proxy support did not meet the 67% approval threshold.

How many votes were in favor of Proposal 1 as of December 19, 2025 for PXLW?

About 98% of the proxies received were voted in favor, representing roughly 61% of outstanding shares.

When must votes for Pixelworks (PXLW) be received to count for the December 31 adjourned meeting?

Votes must be received by 11:59 p.m. Eastern time on December 30, 2025 to be counted.

What is the significance of the Purchase Agreement outside date mentioned by Pixelworks?

The Purchase Agreement permits either party to terminate if the sale did not close on or before December 15, 2025; neither party had terminated as of the announcement.

How can record shareholders participate in the Pixelworks (PXLW) reconvened Special Meeting on December 31, 2025?

Record shareholders as of October 17, 2025 can listen, vote, and submit questions via the virtual meeting dial-in and conference ID provided by the company.