Power Integrations, Inc. (POWI) Earnings Call Transcript

All right. Good afternoon. I'm Joe Shiffler, Director of Investor Relations at Power Integrations. Before I turn it over to Balu, I'd like to cover a couple of housekeeping matters relating to today's virtual meeting. Hopefully, everyone has voted via one of the methods outlined in the proxy materials. If you are a stockholder of record or if you have a legal proxy and would like to vote during the meeting, you'll need to print a blank ballot from our investor website, investors.power.com, complete it manually, including your 16-digit control number, along with proof of identification, and e-mail it to ir@power.com. Ballots must be received prior to the closing of the polls, which will be just a few minutes from now. So I urge anyone planning on voting today to do that now. Second, there will be opportunities to ask questions about the proposals during the meeting. And we'll also have an informal Q&A session after the meeting is adjourned. [Operator Instructions] With that, I'll turn it over to Balu.

Good afternoon. I am Balu Balakrishnan, and I'm the President, Chief Executive Officer and Chairman of the Board of Directors of Power Integrations, Inc., and will be acting as chairman of this meeting. I'm happy to welcome you to the Power Integrations, Inc., 2024 Annual Meeting of Stockholders. Before I call the meeting to order, I would like to introduce to you the members of the Board and the business team who are with us today. Other members of the Board with us today are Bala Iyer, Ravi Vig, Anita Ganti and Nancy Gioia. Next, I would like to introduce Sandeep Nayyar, Vice President and Chief Financial Officer, who is also attending the meeting today. David Segre of Cooley LLP, the company's outside legal counsel, will be acting as secretary of this meeting. Vania Santella of Deloitte & Touche LLP, the company's independent registered public accounting firm, is available to respond to appropriate questions. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. After the formal part of our meeting, we will give you an opportunity to ask questions you may have. Will the secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders list.

Thank you, Balu. I have at this meeting a complete list of the stockholders of record of the company's common stock on March 22, 2024, the record date for this meeting. I also have an affidavit certifying that on April 04, 2024, a notice of internet availability of proxy materials was deposited in the U.S. Mail to all stockholders of record as of the close of business on March 22, 2024.

At this time, I'd like to introduce Joe Shiffler, Power Integrations' Director of Investor Relations. I'm appointing Mr. Shiffler to act as inspector of election at this meeting. Mr. Shiffler has taken and subscribed the customary oath of office to execute his duties with strict impartiality, which will be filed with the records of the meeting. His function is to decide upon the qualifications of voters, accept their votes and, when balloting on all matters is completed, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum.

I have been informed by the inspector of election that proxies have been received for a sufficient number of shares so that we have a quorum present for this meeting, and we may now carry out the official business of the meeting. Any additional ballots may be submitted to the inspector of election electronically by e-mail to ir@power.com and must be received by the close of voting.

We will now proceed with the formal business of this meeting. There are 4 proposals to be considered by the stockholders at this meeting. The time now is 2:05 p.m. Pacific Standard Time on Friday, May 17, 2024, and the polls are now open for voting on all matters to be presented. There are 3 company proposals and 1 stockholder proposal to be considered by the stockholders at this meeting. Each of the proposals will be presented in the order in which they appear in the company's notice of annual meeting and proxy statement. Please note that only properly submitted proposals, which are listed in the proxy materials previously distributed to you, will be considered at this meeting. The polls will be closed to voting after we go through the matters to be voted on. As I mentioned, we will be considering and voting on a proposal that was submitted by one of our stockholders, John Chevedden of Redondo Beach, California. This proposal is an advisory proposal and, as set forth in the company's proxy statement, the Board of Directors of the company is interested in the viewpoint of the company's stockholders with respect to this proposal and will evaluate the voting results on this proposal, together with additional stockholder input received in the course of company's regular stockholder engagement program in determining what actions it will take. At this time, I'd like to introduce Mr. Chevedden, who is in attendance at our meeting today. Given Mr. Chevedden's presence at the meeting and in the interest of time, I am deeming the stockholder proposal to be properly presented before the meeting. I will now recognize Mr. Chevedden for a period of no more than 5 minutes to make a statement regarding his proposal. Mr. Chevedden, please proceed with your statement. The secretary will signal you when you have 2 minutes remaining.

This is John Chevedden. Proposal 4, Simple Majority Vote. Shareholders request that our board take the steps necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against such proposals. This includes making the necessary changes in plain English. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements like we have now have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to "What Matters in Corporate Governance" by Lucian Bebchuk of the Harvard Law School. Supermajority vote requirements can be used to block initiatives supported by most shareholders but opposed by a status quo management. This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy and Macy's. These votes would have been higher than 74% to 88% support if more shareholders had access to independent proxy voting advice. This [ proposal ] topic also received overwhelming 98% support at the 2023 Annual Meetings of American Airlines and The Carlyle Group. The company has let me know that a high percentage of shareholders have already approved this proposal. Adoption of this proposal will facilitate shareholders initiating additional improvements to the governing documents of the company and thereby increase shareholder value. Please vote yes, Simple Majority Vote, proposal 4.

Thank you, Mr. Chevedden. Now returning to the several items presented at this meeting. The first item of business today is the election of 7 directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified. The nominees for directors of the company are: Wendy Arienzo, Nicholas Brathwaite, Anita Ganti, Nancy Gioia, Balakrishnan Iyer, Ravi Vig and Balu Balakrishnan. Is there any discussion? If so, please indicate in the WebEx Q&A box that you would like to discuss the proposal. The second item of business today is the advisory vote on the compensation of company's named executive officers as described in the proxy statement. The stockholders have been asked to vote on an advisory basis on the following resolution: "Resolved: that the compensation paid to Power Integrations' named executive officers as disclosed in the proxy statement pursuant to item 402 of Regulation S-K, including the compensation discussion analysis, compensation tables and narrative discussion, is hereby approved." Is there any discussion? If so, please indicate in the WebEx Q&A box that you would like to discuss the proposal. The third item of business today is the ratification of the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent auditors of the company for the fiscal year ending December 31, 2024. Is there any discussion? If so, please indicate in the WebEx Q&A box that you would like to discuss the proposal. The fourth item of business today is to consider a stockholder proposal submitted by John Chevedden requesting the Board to take each step necessary to amend Power Integrations' certification of incorporation and its amended and restated bylaws to amend each voting requirement therein that calls for a greater than simple majority vote to instead require only a simple majority vote. As stated previously, we have deemed this advisory proposal to be properly presented before this meeting, and we will now proceed with the consideration of this proposal. Is there any discussion? If so, please indicate in the WebEx Q&A box that you would like to discuss the proposal. That was the final proposal for today's meeting. The secretary will now describe the voting procedures.

Voting is by proxy and written ballot. Each share of common stock is entitled to one vote. This is the last call to submit a ballot electronically by e-mail to the inspector of elections at ir@power.com, as the polls will shortly close. Will the inspector of elections please let us know if any additional ballots have been submitted.