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 9, 2019
 
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):
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))
 
 
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 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 Exchange Act. o

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
New York Stock Exchange
 
 
 






Item 5.07     Submission of Matters to a Vote of Security Holders.
We held our Annual Meeting of Stockholders (“Annual Meeting”) on May 9, 2019. Of the 70,500,328 shares of our common stock outstanding as of March 25, 2019, 67,743,090 shares of common stock were represented, either in person or by proxy, constituting, of the shares entitled to vote, approximately 96.09% of the outstanding shares of common stock. 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 I Directors. The following nominees were re-elected by the holders of our common stock to serve as our Class I directors to hold office until our 2022 annual meeting of stockholders and until their successors have been duly elected and qualified:
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Donald E. Schrock
 
60,469,527
 
671,932
 
5,997
 
6,595,634
Daniel Artusi
 
61,066,123
 
75,336
 
5,997
 
6,595,634
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, 2018, as disclosed in our proxy statement for our 2019 annual meeting of stockholders, was approved by our stockholders based on the following results of voting:
For
 
Against
 
Abstain
 
Broker Non-Votes
57,676,051
 
3,019,209
 
452,196
 
6,595,634
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, 2019 was ratified based on the following results of voting:
For
 
Against
 
Abstain
 
Broker Non-Votes
67,693,920
 
15,867
 
33,303
 



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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 9, 2019
MAXLINEAR, INC.
 
 
 
 
 
(Registrant)
 
 
 
 
 
 
By:
/s/ Steven G. Litchfield
 
 
 
  Steven G. Litchfield
 
 
 
  Chief Financial Officer and Chief Corporate Strategy Officer
 
 
 
 
 
 
 
 


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