Pixelworks PXLW adjourns vote on major asset sale at special meeting

Pixelworks, Inc. reported the results of its 2025 Special Meeting of Shareholders, where shareholders considered governance steps related to a proposed sale that may represent substantially all of the company’s assets through its Shanghai subsidiary.

Rhea-AI Filing Summary

Pixelworks, Inc. reported the results of its 2025 Special Meeting of Shareholders, where shareholders considered governance steps related to a proposed sale that may represent substantially all of the company’s assets through its Shanghai subsidiary. There were 6,293,545 shares entitled to vote as of the record date and 3,649,251 shares present or represented by proxy, about 58% of the eligible shares. Shareholders approved Proposal 3, granting the board discretionary authority to adjourn the Special Meeting, with 3,532,333 votes for, 80,713 against, and 36,205 abstentions.

Because there were insufficient votes to approve Proposal 1, which sought approval of the asset sale, the meeting was adjourned before voting on Proposal 1 and the related advisory compensation Proposal 2. The virtual Special Meeting is scheduled to reconvene at 9:00 a.m. Pacific Time on December 8, 2025, while the company continues soliciting votes on Proposal 1.

Insights

Corporate actions analyst

Pixelworks delayed a pivotal asset-sale vote after shareholders approved adjournment authority.

Pixelworks is seeking shareholder approval for a sale of all the shares of common stock of Pixelworks Semiconductor Technology (Shanghai) Co., Ltd., which may be deemed to represent substantially all of the company’s assets. At the Special Meeting, 3,649,251 shares were present out of 6,293,545 entitled to vote, roughly a 58% turnout, and shareholders approved Proposal 3 to allow adjournments tied to securing support for the sale.

Proposal 3 passed with 3,532,333 votes in favor, 80,713 against, and 36,205 abstentions, giving the board flexibility to postpone and reconvene the meeting. Because there were not enough votes to approve the sale proposal, the meeting was adjourned without votes on the sale itself or on the advisory compensation proposal.

The Special Meeting is set to reconvene at 9:00 a.m. Pacific Time on December 8, 2025. The company will continue soliciting votes on Proposal 1, and subsequent disclosures will show whether shareholders ultimately authorize the transaction that may involve substantially all of the company’s assets.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Pixelworks (PXLW) announce regarding its 2025 Special Meeting of Shareholders?

Pixelworks held its 2025 Special Meeting of Shareholders to consider three proposals related to a potential sale that may represent substantially all of its assets and related matters. The company reported quorum and voting results for Proposal 3 and announced that the meeting was adjourned to a later date.

How many Pixelworks (PXLW) shares were eligible to vote and represented at the Special Meeting?

There were 6,293,545 outstanding shares entitled to vote as of the record date, and 3,649,251 shares were present in person or by proxy at the Special Meeting, representing approximately 58% of the shares outstanding and entitled to vote.

What was Proposal 1 at the Pixelworks (PXLW) Special Meeting?

Proposal 1 sought shareholder approval for the sale of all of the shares of common stock of Pixelworks Semiconductor Technology (Shanghai) Co., Ltd. owned indirectly by Pixelworks, which may be deemed to represent substantially all of the assets of Pixelworks, Inc.

What was the outcome of Proposal 3 at the Pixelworks (PXLW) Special Meeting?

Proposal 3, which granted the board discretionary authority to adjourn the Special Meeting to establish a quorum or solicit additional proxies for the sale proposal, was approved with 3,532,333 votes for, 80,713 against, and 36,205 abstentions.

Why was the Pixelworks (PXLW) Special Meeting adjourned?

The Special Meeting was adjourned because there were insufficient votes to approve Proposal 1, the sale of the Shanghai subsidiary shares. As a result, the meeting ended after the vote on Proposal 3 and before votes were taken on Proposals 1 and 2.

When will Pixelworks (PXLW) reconvene its Special Meeting on the asset sale proposal?

The virtual Special Meeting is scheduled to reconvene at 9:00 a.m. Pacific Time on December 8, 2025, during which Pixelworks will continue to seek shareholder votes on Proposal 1.

Did Pixelworks (PXLW) issue any related press release about the Special Meeting adjournment?

Yes. On November 26, 2025, Pixelworks issued a press release announcing that it had adjourned the Special Meeting, which is filed as Exhibit 99.1 to this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/26/2025 - 04:07 PM Learn about SEC filing dates

0001040161false00010401612025-11-262025-11-26

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): November 26, 2025

PIXELWORKS, INC.

(Exact name of registrant as specified in its charter)

Oregon

000-30269

91-1761992

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

16760 SW Upper Boones Ferry Rd., Suite 101

Portland, OR 97224

(503) 601-4545

(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

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			PXLW			The Nasdaq Global 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.   ☐

Item 5.07    Submission of Matters to a Vote of Security Holders

On November 26, 2025, Pixelworks, Inc. (the “Company”), held its 2025 Special Meeting of Shareholders (the “Special Meeting”), at which the Company’s shareholders were to be asked to consider three (3) proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 27, 2025, as supplemented from time to time (collectively, the “Proxy Statement”). There were 6,293,545 outstanding shares entitled to vote as of the record date and 3,649,251shares present in person or represented by proxy at the Special Meeting, representing approximately 58% of the shares outstanding and entitled to vote. The voting results with respect to one of the three proposals, as certified by the inspector of election for the Special Meeting, are presented below.

Proposal 1. To approve the sale of all of the shares of common stock of Pixelworks Semiconductor Technology (Shanghai) Co., Ltd., owned indirectly by Pixelworks, Inc., when the sale is consummated, which may be deemed to represent substantially all of the assets of Pixelworks, Inc. (the “Sale”).

As disclosed below under Item 8.01, which is incorporated herein by reference, the Special Meeting was adjourned with respect to this Proposal 1 to solicit additional proxies.

Proposal 2. To vote on an advisory (non-binding) proposal to approve compensation that may be paid or become payable to the named executive officers of Pixelworks, Inc. that is based on or otherwise relates to the Sale.

As disclosed below under Item 8.01, which is incorporated herein by reference, the Special Meeting was adjourned before taking a vote with respect to Proposal 2.

Proposal 3. To grant discretionary authority to our board of directors to adjourn the Special Meeting from time to time, if necessary or appropriate, to establish a quorum or, even if a quorum is present, to permit further solicitation of proxies if there are not sufficient votes cast at the time of the Special Meeting in favor of the Sale (Proposal 1).

For			Against			Abstain
3,532,333			80,713			36,205

Proposal 3 received the affirmative vote of a majority of the total shares voted either affirmatively or negatively at the Special Meeting and, accordingly, was approved.

Item 8.01    Other Events.

At the time of the Special Meeting, there were insufficient votes to approve Proposal 1, which sought approval for the Sale. Accordingly, the Special Meeting was adjourned following a vote on Proposal 3 without voting on Proposal 1 or Proposal 2 and, as announced at the Special Meeting, such virtual meeting will reconvene at 9:00 a.m. Pacific Time on December 8, 2025. During the period of adjournment, the Company will continue to solicit votes by shareholders on Proposal 1.

On November 26, 2025, the Company issued a press release announcing that it had adjourned the Special Meeting. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.						Description
99.1						Press Release dated November 26, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

						PIXELWORKS, INC.
						(Registrant)
Dated:			November 26, 2025			/s/ Haley F. Aman
						Haley F. Aman Chief Financial Officer