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Shareholders back Silicon Labs (NASDAQ: SLAB) merger with Texas Instruments

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Silicon Laboratories Inc. held a special stockholder meeting where investors approved the proposed merger with Texas Instruments Incorporated, under which Silicon Labs will become a wholly owned subsidiary of Texas Instruments after closing conditions are met. The merger proposal passed with 25,878,105 votes in favor, 7,467 against and 1,570 abstentions, representing a strong majority of shares present. Stockholders also approved, on a non-binding advisory basis, the compensation tied to the merger for Silicon Labs’ named executive officers. A separate adjournment proposal was rendered moot because a quorum was present and sufficient votes were already received to adopt the merger agreement.

Positive

  • Stockholders approved the merger with Texas Instruments, with 25,878,105 votes in favor versus 7,467 against, clearing a key requirement for Silicon Labs to become a wholly owned subsidiary of Texas Instruments once closing conditions are satisfied.
  • Quorum and strong participation: 25,887,142 shares were present or represented by proxy out of 32,968,416 outstanding, a 78.52% turnout that provided a solid governance basis for the merger decision.
  • Merger-related executive compensation received advisory approval, with 24,770,609 votes for and 974,309 against, indicating stockholder support for the proposed pay arrangements linked to completion of the merger.

Negative

  • None.

Insights

Stockholders cleared the merger with Texas Instruments, leaving only closing conditions and approvals.

Stockholders of Silicon Laboratories Inc. approved the Agreement and Plan of Merger with Texas Instruments Incorporated, under which Silicon Labs will survive as a wholly owned subsidiary of Texas Instruments. The voting outcome shows overwhelming support, with 25,878,105 votes for the merger versus 7,467 against.

The meeting achieved a quorum, with 25,887,142 shares represented out of 32,968,416 outstanding, or 78.52%. In addition, investors approved on a non-binding basis the merger-related executive compensation, which can ease implementation of management incentives tied to the transaction.

Completion of the merger still depends on “customary closing conditions,” including receipt of specified regulatory approvals. The timing and final terms will be determined once these conditions are satisfied, and future company communications or filings are expected to confirm the effective closing date.

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.
Shares outstanding 32,968,416 shares Common stock outstanding and entitled to vote as of March 23, 2026
Shares represented at meeting 25,887,142 shares Common stock present or represented by proxy at special meeting
Quorum percentage 78.52% Portion of outstanding common stock represented at special meeting
Merger proposal votes for 25,878,105 votes Stockholder approval of Agreement and Plan of Merger
Merger proposal votes against 7,467 votes Opposition to merger proposal at special meeting
Compensation proposal votes for 24,770,609 votes Advisory approval of merger-related executive compensation
Compensation proposal votes against 974,309 votes Votes opposing merger-related executive compensation
Agreement and Plan of Merger financial
"The proposal to adopt the Agreement and Plan of Merger, dated as of February 4, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
non-binding, advisory vote financial
"The proposal to approve, by non-binding, advisory vote, the compensation that will or may be paid"
quorum financial
"representing 78.52% of the shares of Common Stock issued and outstanding and entitled to vote, which constituted a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
customary closing conditions financial
"Completion of the transactions contemplated by the Merger Agreement remains subject to the satisfaction of customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
regulatory approvals financial
"including the receipt of certain regulatory approvals"
Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.
Understanding 8-K Material Events →
false000103807400010380742026-04-302026-04-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 30, 2026
SILICON LABORATORIES INC.
(Exact Name of Registrant as Specified in Charter)
Delaware000-2982374-2793174
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
400 West Cesar Chavez, Austin, TX
78701
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (512) 416-8500
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 classTrading Symbol(s)
Name of each exchange
 on which registered
Common Stock, $0.0001 par valueSLABThe 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company o
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 Securities Exchange Act of 1934. o


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

On April 30, 2026, Silicon Laboratories Inc., a Delaware corporation (“Silicon Labs”), held a special meeting of stockholders virtually via live webcast (the “Special Meeting”). As of the close of business on March 23, 2026, the record date for the Special Meeting, there were 32,968,416 shares of Silicon Labs’ common stock, par value $0.0001 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 25,887,142 shares of Common Stock were present or represented by proxy, representing 78.52% of the shares of Common Stock issued and outstanding and entitled to vote, which constituted a quorum to conduct business at the Special Meeting.
At the Special Meeting, holders of Common Stock voted on two proposals, as described in further detail in Silicon Labs’ definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 27, 2026.
The following is a summary of the matters voted upon at the Special Meeting and the final voting results with respect to each of such matter.
Proposal No. 1 — The Merger Proposal: The proposal to adopt the Agreement and Plan of Merger, dated as of February 4, 2026 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Silicon Labs, Texas Instruments Incorporated, a Delaware corporation (“Texas Instruments”), and Caldwell Merger Corp., a Delaware corporation and wholly owned direct subsidiary of Texas Instruments (“Merger Sub”), and approve the transactions contemplated by the Merger Agreement, pursuant to which Merger Sub will merge with and into Silicon Labs, with Silicon Labs surviving as a wholly owned subsidiary of Texas Instruments (the “Merger”), was approved by the votes set forth below:
Votes ForVotes AgainstAbstentions
25,878,1057,4671,570

Proposal No. 2 — The Compensation Proposal: The proposal to approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to Silicon Labs’ named executive officers that is based on or otherwise relates to the Merger was approved by the votes set forth below:
Votes ForVotes AgainstAbstentions
24,770,609974,309142,224

Proposal No. 3 — The Adjournment Proposal: In connection with the Special Meeting, Silicon Labs also solicited proxies with respect to the adjournment of the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement was provided to Silicon Labs stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. Given that there was a quorum present and there were sufficient proxies at the time of the Special Meeting to adopt the Merger Agreement, the proposal was rendered moot.
Completion of the transactions contemplated by the Merger Agreement remains subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.




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.
SILICON LABORATORIES INC.
April 30, 2026/s/ Dean Butler
DateDean Butler
Senior Vice President and
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Silicon Laboratories Inc. (SLAB) stockholders approve at the special meeting?

Stockholders approved the merger agreement for Silicon Laboratories Inc. to become a wholly owned subsidiary of Texas Instruments. They also approved, on a non-binding advisory basis, the compensation that will or may be paid to named executive officers in connection with the merger.

How many Silicon Labs (SLAB) shares supported the merger with Texas Instruments?

The merger proposal received 25,878,105 votes for, 7,467 votes against and 1,570 abstentions. This result reflects strong support among shares present or represented at the meeting for the transaction with Texas Instruments under the Agreement and Plan of Merger.

What was the quorum and turnout for Silicon Labs’ (SLAB) special meeting?

Out of 32,968,416 Silicon Labs common shares outstanding and entitled to vote as of the record date, 25,887,142 shares were present or represented by proxy. This represented a quorum of 78.52%, allowing stockholders to validly act on the merger-related proposals.

What happened to the adjournment proposal at Silicon Labs’ (SLAB) special meeting?

The adjournment proposal was rendered moot. There was already a quorum and sufficient proxies to adopt the merger agreement when the special meeting occurred, so no adjournment was necessary to obtain additional votes or provide further proxy statement updates.

What conditions remain before the Silicon Labs (SLAB) merger with Texas Instruments can close?

Completion of the merger remains subject to satisfaction of customary closing conditions, including receipt of specified regulatory approvals. The transaction will close only after these conditions under the Agreement and Plan of Merger are fulfilled, as referenced in the company’s disclosure.

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