MaxLinear (NASDAQ: MXL) holders back equity and ESPP plan amendments

Rhea-AI Filing Summary

MaxLinear, Inc. reported results from its 2026 Annual Meeting of Stockholders. Shareholders approved amendments to the 2010 Equity Incentive Plan, adding 3,204,107 shares to the shares reserved and establishing a new ten-year term, and approved amendments to the 2010 Employee Stock Purchase Plan, extending its term and removing the automatic annual share increase. All proposals on the ballot passed, including the re-election of two Class II directors, an advisory vote approving 2025 named executive officer compensation, and ratification of Grant Thornton LLP as independent auditor. A total of 84,424,639 common shares, representing 94.3% of voting power as of the March 23, 2026 record date, were present or represented by proxy.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Meeting quorum: 84,424,639 shares; 94.3% voting power Equity plan share increase: 3,204,107 shares Director vote – Carolyn D. Beaver: 72,805,687 for; 2,560,585 against +5 more

8 metrics

Meeting quorum 84,424,639 shares; 94.3% voting power Shares present or represented by proxy as of March 23, 2026 record date

Equity plan share increase 3,204,107 shares Additional shares reserved under Amended and Restated 2010 Equity Incentive Plan

Director vote – Carolyn D. Beaver 72,805,687 for; 2,560,585 against Election as Class II director; includes 311,453 abstain and 8,746,914 broker non-votes

Director vote – Theodore L. Tewksbury 67,497,547 for; 7,892,168 against Election as Class II director; includes 288,010 abstain and 8,746,914 broker non-votes

Say-on-pay vote 64,001,500 for; 11,281,333 against Advisory approval of 2025 named executive officer compensation; 394,892 abstain; 8,746,914 broker non-votes

Auditor ratification vote 83,765,497 for; 182,307 against Ratification of Grant Thornton LLP for fiscal year ending December 31, 2026; 476,835 abstain

Equity Incentive Plan amendment vote 53,023,149 for; 22,625,779 against Approval of Amended and Restated 2010 Equity Incentive Plan; 28,797 abstain; 8,746,914 broker non-votes

ESPP amendment vote 75,305,372 for; 315,686 against Approval of Amended and Restated 2010 ESPP; 56,667 abstain; 8,746,914 broker non-votes

Key Terms

Amended and Restated 2010 Equity Incentive Plan, Amended and Restated 2010 Employee Stock Purchase Plan, broker non-votes, advisory vote, +2 more

6 terms

Amended and Restated 2010 Equity Incentive Plan financial

"approved (i) an amendment and restatement of the MaxLinear, Inc. Amended and Restated 2010 Equity Incentive Plan"

Amended and Restated 2010 Employee Stock Purchase Plan financial

"an amendment and restatement of the MaxLinear, Inc. 2010 Employee Stock Purchase Plan (as amended and restated, the “Amended and Restated ESPP”)"

broker non-votes financial

"Carolyn D. Beaver | 72,805,687 | 2,560,585 | 311,453 | 8,746,914 Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Advisory Vote to Approve Named Executive Officer Compensation. On an advisory basis, the compensation of our named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"The appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

record date financial

"representing 94.3% of voting power of the shares of our common stock outstanding as of March 23, 2026, the record date for the Annual 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.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): May 20, 2026

MaxLinear, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-34666			14-1896129
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

5966 La Place Court, Suite 100, Carlsbad, California 92008

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (760) 692-0711

N/A

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐			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, $0.0001 par value			MXL			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), stockholders approved (i) an amendment and restatement of the MaxLinear, Inc. Amended and Restated 2010 Equity Incentive Plan (as amended and restated, the “Amended and Restated Equity Incentive Plan”), including (a) the approval of a new ten-year term and (b) an increase in the number of shares reserved thereunder by 3,204,107, and (ii) an amendment and restatement of the MaxLinear, Inc. 2010 Employee Stock Purchase Plan (as amended and restated, the “Amended and Restated ESPP”), including (a) the extension of its term such that the Amended and Restated ESPP will remain in effect until it is terminated and (b) the removal of the annual automatic increase of the number of shares reserved and available for sale thereunder. The Amended and Restated Equity Incentive Plan and Amended and Restated ESPP each became effective at the time of stockholder approval.

The foregoing description of the Amended and Restated Equity Incentive Plan and Amended and Restated ESPP are qualified in its entirety by reference to the text of the Amended and Restated Equity Incentive Plan and Amended and Restated ESPP, respectively, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K. The material terms of the Amended and Restated Equity Plan and Amended and Restated ESPP are also described in the Company’s definitive proxy statement (the “2026 Proxy Statement”) filed with the Securities and Exchange Commission on April 2, 2026 and the definitive additional materials filed with the Securities and Exchange Commission on May 8, 2026.

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

We held our Annual Meeting on May 20, 2026. At the Annual Meeting, 84,424,639 shares of our common stock were present or represented by proxy, representing 94.3% of voting power of the shares of our common stock outstanding as of March 23, 2026, the record date for the Annual Meeting. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.

1.Election of Two Class II Directors. The following nominees were re-elected by the holders of our common stock to serve as our Class II directors to hold office until our 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified:

Nominee						For						Against						Abstain						Broker Non-Votes
Carolyn D. Beaver						72,805,687						2,560,585						311,453						8,746,914
Theodore L. Tewksbury, Ph.D.						67,497,547						7,892,168						288,010						8,746,914

2.Advisory Vote to Approve Named Executive Officer Compensation. On an advisory basis, the compensation of our named executive officers for the year ended December 31, 2025, as disclosed in our proxy statement for our Annual Meeting, was approved by our stockholders based on the following results of voting:

For						Against						Abstain						Broker Non-Votes
64,001,500						11,281,333						394,892						8,746,914

3.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified based on the following results of voting:

For						Against						Abstain						Broker Non-Votes
83,765,497						182,307						476,835						—

4.Approval of Amendment and Restatement of the MaxLinear, Inc. Amended and Restated 2010 Equity Incentive Plan. The Amended and Restated Equity Incentive Plan, including approval of a new ten-year term and an increase in the number of shares reserved thereunder by 3,204,107, was approved by our stockholders based on the following results of voting:

For						Against						Abstain						Broker Non-Votes
53,023,149						22,625,779						28,797						8,746,914

2

5.Approval of Amendment and Restatement of the MaxLinear, Inc. 2010 Employee Stock Purchase Plan. The Amended and Restated ESPP to approve a new term was approved by our stockholders based on the following results of voting:

For						Against						Abstain						Broker Non-Votes
75,305,372						315,686						56,667						8,746,914

For more information about the above proposals that were voted on at the Annual Meeting, see the 2026 Proxy Statement.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit			Description
10.1			MaxLinear, Inc. Amended and Restated 2010 Equity Incentive Plan
10.2			MaxLinear, Inc. Amended and Restated 2010 Employee Stock Purchase Plan
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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 hereunto duly authorized.

Date:			May 21, 2026			MAXLINEAR, INC.
						(Registrant)
						By:			/s/ Steven G. Litchfield
									Steven G. Litchfield
									Chief Financial Officer and Chief Corporate Strategy Officer

4

FAQ

What did MaxLinear (MXL) shareholders approve at the 2026 Annual Meeting?

Shareholders approved amendments to MaxLinear’s 2010 Equity Incentive Plan and 2010 Employee Stock Purchase Plan, re-elected two Class II directors, supported 2025 executive pay on an advisory basis, and ratified Grant Thornton LLP as independent auditor for the year ending December 31, 2026.

How many additional shares were reserved under MaxLinear (MXL)’s equity incentive plan?

The amended MaxLinear 2010 Equity Incentive Plan increases the number of shares reserved thereunder by 3,204,107. This larger pool supports future equity awards to employees and directors, following stockholder approval at the 2026 Annual Meeting of Stockholders held on May 20, 2026.

What changes were made to MaxLinear (MXL)’s Employee Stock Purchase Plan?

The amended MaxLinear 2010 Employee Stock Purchase Plan now remains in effect until terminated and removes the automatic annual increase of shares reserved and available for sale. These changes were approved by stockholders at the 2026 Annual Meeting and became effective upon approval.

Were MaxLinear (MXL) directors re-elected at the 2026 Annual Meeting?

Yes. Stockholders re-elected Carolyn D. Beaver and Theodore L. Tewksbury, Ph.D., as Class II directors. They will serve until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, based on majority support in the director elections.

Did MaxLinear (MXL) shareholders approve executive compensation on a say-on-pay basis?

Yes. MaxLinear’s stockholders approved, on an advisory basis, compensation for named executive officers for the year ended December 31, 2025. The advisory vote received 64,001,500 votes for, 11,281,333 against, and 394,892 abstentions, with 8,746,914 broker non-votes recorded.

Which auditor did MaxLinear (MXL) stockholders ratify for fiscal 2026?

Stockholders ratified Grant Thornton LLP as MaxLinear’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 83,765,497 votes for, 182,307 against, and 476,835 abstentions, reflecting strong support for continuing the existing audit relationship.

What level of shareholder participation did MaxLinear (MXL) have at its 2026 Annual Meeting?

At the 2026 Annual Meeting, 84,424,639 shares of MaxLinear common stock were present or represented by proxy. This represented 94.3% of the voting power of shares outstanding as of March 23, 2026, the record date established for determining stockholders entitled to vote.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 152.7 KB
• EX-10.2 EX-10.2 118.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.5 KB