Pixelworks (NASDAQ: PXLW) investors back stock plan, board slate and auditor

Rhea-AI Filing Summary

Pixelworks, Inc. held its 2026 annual meeting of shareholders, where investors approved an amendment and restatement of the company’s 2006 Stock Incentive Plan. The change increases the maximum number of shares authorized for issuance under the plan by 300,000 to a total of 2,940,278 shares.

Shareholders elected five directors, each receiving more than 2.0 million votes in favor, with up to 297,722 votes withheld for any nominee. They also approved, on an advisory basis, the executive compensation program and ratified Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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

Stock plan share increase: 300,000 shares Total stock plan shares: 2,940,278 shares Plan approval votes For: 2,088,917 votes +3 more

6 metrics

Stock plan share increase 300,000 shares Incremental shares authorized under Restated 2006 Stock Incentive Plan

Total stock plan shares 2,940,278 shares Maximum number of shares authorized for issuance under Restated Plan

Plan approval votes For 2,088,917 votes Votes in favor of amended and restated Stock Incentive Plan

Say-on-pay votes For 2,089,858 votes Advisory approval of executive compensation

Auditor ratification votes For 4,243,044 votes Approval of Grant Thornton LLP as independent auditor for 2026

Votes For DeBonis 2,111,467 votes Director election for Todd A. DeBonis

Key Terms

Amended and Restated 2006 Stock Incentive Plan, stock-based compensation, broker non-votes, advisory basis, +1 more

5 terms

Amended and Restated 2006 Stock Incentive Plan financial

"approved an amendment and restatement of the Company’s Amended and Restated 2006 Stock Incentive Plan"

stock-based compensation financial

"The Restated Plan authorizes awards of stock-based compensation to directors, officers, key employees, and consultants."

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

broker non-votes financial

"and a statement of the number of votes cast for, withheld and against and the number of abstentions and 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 basis financial

"The proposal to approve, on an advisory basis, the executive compensation of the Company's named executive officers"

independent registered public accounting firm financial

"to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm"

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.

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

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

(e) On May 20, 2026, at the 2026 Annual Meeting of Shareholders of Pixelworks, Inc. (the "Company"), the Company’s shareholders approved an amendment and restatement of the Company’s Amended and Restated 2006 Stock Incentive Plan (the “Restated Plan”), which had been adopted by the Company’s Board of Directors on April 14, 2026. The primary reason for the proposal was to increase the maximum number of shares authorized for issuance under the Restated Plan by 300,000 shares to 2,940,278 shares. The foregoing share increase was the only substantive change made in the Restated Plan.

The Restated Plan authorizes awards of stock-based compensation to directors, officers, key employees, and consultants. The material terms of the Restated Plan are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2026, under the heading “PROPOSAL NO. 2: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN” which is incorporated herein by reference. The descriptions of the Restated Plan contained herein and in the definitive proxy statement do not purport to be complete and are qualified in their entirety by reference to the Restated Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

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

The Company held its 2026 Annual Meeting of Shareholders on May 20, 2026 by telephone. The following is a brief description of the matters voted on at the Annual Meeting , which are more fully described in the Company's definitive proxy statement filed with the SEC on April 17, 2026, and a statement of the number of votes cast for, withheld and against and the number of abstentions and broker non-votes:

The following nominees were elected to serve on the board of directors until the next annual meeting or until their successors are duly elected or qualified by the votes indicated below:

Nominee						For						Withheld						Broker non-votes
Todd A. DeBonis						2,111,467						221,501						1,970,855
Dean W. Butler						2,111,481						221,487						1,970,855
Douglas J. Darrow						2,111,511						221,457						1,970,855
C. Scott Gibson						2,052,816						280,152						1,970,855
Daniel J. Heneghan						2,035,246						297,722						1,970,855

The proposal to approve an amendment and restatement of the Company's Amended and Restated 2006 Stock Incentive Plan was approved and received the following votes:

For						Against						Abstain						Broker non-votes
2,088,917						226,671						17,380						1,970,855

The proposal to approve, on an advisory basis, the executive compensation of the Company's named executive officers was approved and received the following votes:

For						Against						Abstain						Broker non-votes
2,089,858						233,448						9,662						1,970,855

The proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved and received the following votes:

For						Against						Abstain
4,243,044						57,853						2,926

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Pixelworks, Inc. Amended and Restated 2006 Stock Incentive Plan
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:			May 20, 2026			/s/ Haley F. Aman
						Haley F. Aman Chief Financial Officer

FAQ

What equity plan change did Pixelworks (PXLW) shareholders approve at the 2026 annual meeting?

Shareholders approved an amendment and restatement of Pixelworks’ 2006 Stock Incentive Plan, increasing the maximum shares authorized for issuance by 300,000 to 2,940,278. The plan supports stock-based awards to directors, officers, key employees, and consultants, as described in the company’s April 17, 2026 proxy statement.

Which directors were elected to the Pixelworks (PXLW) board at the 2026 annual meeting?

Shareholders elected Todd A. DeBonis, Dean W. Butler, Douglas J. Darrow, C. Scott Gibson, and Daniel J. Heneghan. Each nominee received approximately 2.0 million or more votes “For,” with broker non-votes of 1,970,855 reported for all director election items at the meeting.

How did Pixelworks (PXLW) shareholders vote on the amended 2006 Stock Incentive Plan?

The amended Stock Incentive Plan received 2,088,917 votes “For,” 226,671 “Against,” and 17,380 “Abstain,” with 1,970,855 broker non-votes. This vote approved the 300,000-share increase, bringing the total shares authorized for issuance under the plan to 2,940,278 for stock-based awards.

What was the outcome of the Pixelworks (PXLW) say-on-pay advisory vote in 2026?

Shareholders approved, on an advisory basis, executive compensation for named executive officers with 2,089,858 votes “For,” 233,448 “Against,” and 9,662 “Abstain,” plus 1,970,855 broker non-votes. This indicates shareholder support for the company’s executive pay practices as outlined in the April 17, 2026 proxy statement.

Which auditor did Pixelworks (PXLW) shareholders ratify for the fiscal year ending December 31, 2026?

Shareholders ratified Grant Thornton LLP as Pixelworks’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 4,243,044 votes “For,” 57,853 “Against,” and 2,926 “Abstain.” This confirms continued engagement of Grant Thornton for the upcoming fiscal year’s audit.

How many votes did Pixelworks (PXLW) director nominee Todd A. DeBonis receive in 2026?

Todd A. DeBonis received 2,111,467 votes “For,” 221,501 votes “Withheld,” and 1,970,855 broker non-votes. Similar support levels were recorded for the other Pixelworks director nominees elected to serve until the next annual meeting or until their successors are duly elected or qualified.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN 93.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB