mxl-20240404

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

_______________________

Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

MAXLINEAR, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☑ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

5966 La Place Court, Suite 100

Carlsbad, California 92008

(760) 692-0711

April 8, 2024

Dear Stockholder:

We are pleased to invite you to attend our 2024 annual meeting of stockholders to be held on Thursday, May 23, 2024 at 8:30 a.m., Pacific time at our offices located at 5966 La Place Court, Suite 100, Carlsbad, California 92008.

Beginning this year, we are providing the proxy materials to you over the Internet. We will send you a Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, with instructions for accessing the proxy materials via the Internet and voting via the Internet or by telephone. This method helps to conserve natural resources while expediting your receipt of proxy materials and lowering costs of our annual meeting. The Notice of Internet Availability will also provide information on how you may obtain a paper copy of our proxy materials, if desired.

At this year’s annual meeting, our stockholders will be asked to:

•elect the three nominees for Class III director named in the proxy statement, each to hold office until our 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified;

•approve, on an advisory basis, the compensation of our named executive officers for the year ended December 31, 2023, as set forth in the proxy statement; and

•ratify the appointment by the audit committee of our board of directors of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Your vote is important. Whether or not you plan to attend the annual meeting, it is important that your shares be represented, and we hope you will vote as soon as possible. You may be able to vote via the Internet, by telephone, via mail if you received a paper proxy card enclosed in the printed proxy materials you requested, or in person at the annual meeting. If you requested printed proxy materials and an enclosed paper proxy card, please vote promptly by mailing the completed proxy card in the enclosed return envelope (which is postage prepaid if mailed in the United States). Please remember to sign and date your card. If you hold shares of our common stock through a broker, bank, or other nominee holder, please follow the voting instructions provided.

Thank you for your ongoing support of MaxLinear. We look forward to your participation in our annual meeting.

Sincerely,

Kishore Seendripu, Ph.D.

Chairman of the Board of Directors and Chief Executive Officer

Our Notice of Internet Availability is first being mailed to our stockholders on or about April 8, 2024.

MAXLINEAR, INC.

5966 La Place Court, Suite 100

Carlsbad, California 92008

(760) 692-0711

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS


Time and Date	8:30 a.m., Pacific time, on Thursday, May 23, 2024
Place	•	MaxLinear’s office, 5966 La Place Court, Suite 100, Carlsbad, California 92008.
Items of Business	•	To elect the three nominees for Class III director named in the proxy statement, each to hold office until our 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.
	•	To approve, on an advisory basis, the compensation of our named executive officers for the year ended December 31, 2023, as set forth in the proxy statement.
	•	To ratify the appointment by the audit committee of our board of directors of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
	•	To transact any other business that may properly come before the 2024 annual meeting or any postponement or adjournment thereof.
Adjournments and Postponements	Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.
Record Date	You are entitled to vote only if you were a MaxLinear stockholder of record as of the close of business on the record date of March 28, 2024.


Annual Report	You may access our 2023 annual report by visiting www.edocumentview.com/MXL. Our 2023 annual report is not a part of the proxy solicitation materials.
Voting	Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled Questions and Answers About the Proxy Materials and Annual Meeting beginning on page 1 of this proxy statement, or your Notice of Internet Availability.

IMPORTANT NOTICE REGARDING THE PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 23, 2024: The notice of annual meeting, proxy statement, form of proxy card and 2023 annual report are available by visiting www.edocumentview.com/MXL.

PROXY STATEMENT

FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS


Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING			1
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS			9
MaxLinear Policies on Business Conduct			9
Corporate Governance Principles			9
Corporate Responsibility at MaxLinear			9
Role and Composition of the Board; Election of Directors			12
202 3 Board Meetings			12
Board Leadership Structure			12
Director Independence			13
Executive Sessions of Independent Directors			14
Board’s Role in Risk Oversight			14
Board Committees			14
Compensation Committee Interlocks and Insider Participation			17
Considerations in Identifying and Evaluating Director Nominees			17
Board Refreshment			17
Process for Recommending Candidates for Election to the Board of Directors			17
Director Attendance at Annual Meetings			18
Communications with the Board of Directors			18
Director and Executive Stock Ownership Policies			18
Policy Prohibiting Hedging or Pledging of Our Equity Securities			19
Clawback Policy			19
COMPENSATION OF NON-EMPLOYEE DIRECTORS			20
Director Compensation Policy			20
2023 Director Compensation			21
PROPOSAL NUMBER 1 – ELECTION OF THREE CLASS II DIRECTORS			22
Board Structure and Composition			22
Nominees for Class III Director (Term Expiring in 2027)			23
Required Vote			25
Recommendation			25
Class I Directors Continuing in Office until the 2025 Annual Meeting			26
Class II Directors Continuing in Office until the 2026 Annual Meeting			27
PROPOSAL NUMBER 2 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			29
Compensation Program and Philosophy			29
Required Vote			29
Recommendation			30
PROPOSAL NUMBER 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			31
Ratification of Appointment			31
Required Vote			31
Recommendation			31
Principal Accounting Fees and Services			32


Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services			32
Report of the Audit Committee			33
The Audit Committee			34
EXECUTIVE OFFICERS			34
EXECUTIVE COMPENSATION			36
Compensation Discussion and Analysis			36
Clawback Policy			46
Executive Stock Owne rship Policies			46
Severance and Termination Benefits			46
Role of Stockholder Say-on-Pay Votes in Determining Compensation			49
Accounting and Tax Considerations			49
Report of the Compensation Committee			49
The Compensation Committee			49
2023 Summary Compensation Table			50
Grants of Plan-Based Awards in Fiscal 2023			52
Outstanding Equity Awards at Fiscal Year-End for 2023			54
Option Exercises and Stock Vested for 2023			56
Pension Benefits			56
Nonqualified Deferred Compensation — Fiscal Year 2023			56
Employment Arrangements			57
Potential Payments Upon Termination or Change of Control			57
Equity Compensation Plan Information			59
Pay Ratio			59
Pay Versus Performance Table			61
RELATED PERSON TRANSACTIONS AND DELINQUENT SECTION 16(a ) REPORTS			68
Related Person Transactions			68
Policy Concerning Audit Committee Approval of Related Person Transactions			68

SECURITY OWNERSHIP			69
OTHER MATTERS			73

Table of Contents

MAXLINEAR, INC.

5966 La Place Court, Suite 100

Carlsbad, California 92008

PROXY STATEMENT

For the Annual Meeting of Stockholders

To Be Held on Thursday, May 23, 2024

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. The person you designate is your “proxy,” and you give the proxy authority to vote your shares by submitting the enclosed proxy card or, if available, voting by telephone or over the Internet. We have designated our Chairman and Chief Executive Officer, Kishore Seendripu, Ph.D., and our Chief Financial Officer and Chief Corporate Strategy Officer, Steven Litchfield, to serve as proxies for the annual meeting.

Why am I receiving these materials?

We are providing these proxy materials in connection with the solicitation by our board of directors of proxies to be voted at our 2024 annual meeting of stockholders, which will take place on Thursday, May 23, 2024 at 8:30 a.m., Pacific time at MaxLinear’s office, located at 5966 La Place Court, Suite 100, Carlsbad, California 92008. As a stockholder, you are invited to attend the annual meeting and are requested to vote on the items of business described in this proxy statement.

The Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, containing instructions on how to access this proxy statement for our 2024 annual meeting, the accompanying proxy card and notice and our 2023 annual report, is first being mailed to our stockholders on or about April 8, 2024. If you receive a Notice of Internet Availability, then you will not receive a printed copy of the proxy materials or our 2023 annual report in the mail unless you specifically request these materials. Instructions for requesting a printed copy of the proxy materials and our 2023 annual report are set forth in the Notice of Internet Availability.

Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?

In accordance with the rules of the U.S. Securities and Exchange Commission, or SEC, we have elected to furnish our proxy materials, including this proxy statement and our 2023 annual report, primarily via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability instead of a paper copy of the proxy materials. We have adopted this procedure to help conserve natural resources while expediting your receipt of proxy materials and lowering costs of the annual meeting.

The Notice of Internet Availability contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals, how to request paper or email copies of the proxy materials and our 2023 annual report, and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage our stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.

What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of our directors and most highly paid executive officers, our corporate governance policies, information on our board of directors, and certain other required information.

How do I get electronic access to the proxy materials?

The notice of annual meeting, proxy statement, and 2023 annual report are available by visiting www.edocumentview.com/MXL.

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What items of business will be voted on at the annual meeting?

The items of business scheduled to be voted on at the annual meeting are as follows:

•To elect three nominees for Class III director named in this proxy statement, each to hold office until our 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.

•To approve, on an advisory basis, the compensation of our named executive officers for the year ended December 31, 2023, as set forth in this proxy statement.

•To ratify the appointment by the audit committee of our board of directors of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

•To transact any other business that properly comes before the annual meeting or any postponement or adjournment thereof.

How does the board of directors recommend that I vote?

Our board of directors recommends that you vote your shares:

•“FOR” the three nominees for Class III director named in this proxy statement, each to hold office until our 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified;

•“FOR” the approval, on an advisory basis, of the compensation of our named executive officers for the year ended December 31, 2023, as set forth in this proxy statement; and

•“FOR” the ratification of the appointment by the audit committee of our board of directors of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

What shares can I vote?

Each share of our common stock issued and outstanding as of the close of business on March 28, 2024, the record date for the 2024 annual meeting of stockholders, is entitled to vote on all proposals being considered at the 2024 annual meeting.

You may vote all shares owned by you as of the record date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, or other nominee. On the record date, we had 83,057,364 shares of common stock issued and outstanding.

How many votes am I entitled to per share?

For all matters described in this proxy statement for which your vote is being solicited, each holder of shares of common stock is entitled to one vote for each share of common stock held by such holder as of the record date.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many MaxLinear stockholders hold their shares as a beneficial owner through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the stockholder of record, and these proxy materials were sent directly to you by MaxLinear. As the stockholder of record, you may vote on the Internet, by telephone or by granting your vote via proxy card (if you requested and received printed proxy materials), as described below under the heading “How can I vote my shares without attending the annual meeting?” You may also attend the annual meeting and vote during the meeting, as described below under the heading “How can I attend, submit questions, and vote my shares at the annual meeting?”

Beneficial Owner

If your shares are held in an account at a broker, bank, or other nominee, you are considered the beneficial owner of shares held in street name, and the notice of annual meeting, proxy statement, and 2023 annual report were forwarded to you by that organization. As the beneficial owner, you have the right to direct your broker, bank, or other nominee how to vote your shares, and you are also invited to attend the annual meeting.

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If you are a beneficial owner and wish to vote via Internet or telephone, you may vote by following the instructions provided by your broker, bank, or other nominee. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank, or other nominee. We therefore recommend that you follow the voting instructions in the materials you receive.

If you are a beneficial owner and wish to vote in person and attend the annual meeting, please note that you may not vote your shares at the annual meeting since a beneficial owner is not the stockholder of record unless you obtain a “legal proxy” from the broker, bank, trustee, or nominee that holds your shares giving you the right to vote the shares at the meeting. You must also register in advance to vote during the annual meeting. To register to attend and vote during the annual meeting, you must submit proof of your proxy power (legal proxy) reflecting your holdings in MaxLinear, Inc., along with your name and e-mail address, to our transfer agent, Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 pm, Eastern Time, on May 19, 2024. You will receive a confirmation of your registration by e-mail after your registration materials have been processed. Requests for registration should be directed to us via e-mail or mail as follows:

By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

By mail: Computershare, MaxLinear Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

How can I contact MaxLinear’s transfer agent?

You may contact our transfer agent by writing Computershare Investor Services, P.O. Box 43006, Providence, RI 02940-3006, by telephoning (800) 662-7232 or (781) 575-4238, or via its Investor Center at www.computershare.com/investor.

How can I vote my shares without attending the annual meeting?

Over the Internet

If you are a stockholder of record, go to www.investorvote.com/MXL. You can use the Internet 24 hours a day to transmit your voting instructions. Votes submitted electronically must be received by May 22, 2024 at 1:00 a.m., Central Time. You need to have your Notice of Internet Availability or proxy card in hand when you access the website and follow the instructions.

If you are a beneficial owner of shares, your broker, bank, or other holder of record may make Internet voting available to you. The availability of Internet voting for beneficial owners will depend on the voting processes of your broker, bank, or other nominee holder of record. Therefore, we recommend that you follow the voting instructions in the materials you receive.

By Toll-Free Telephone

If you are a stockholder of record, call 1-800-652-VOTE (8683). You can use any touch-tone telephone to transmit your voting instructions. Votes submitted via telephone must be received by May 22, 2024 at 1:00 a.m., Central Time. You need to have your Notice of Internet Availability or your proxy card in hand when you call and follow the instructions.

If you are a beneficial owner of shares, your broker, bank, or other holder of record may make telephone voting available to you. The availability of telephone voting for beneficial owners will depend on the voting processes of your broker, bank, or other nominee holder of record. Therefore, we recommend that you follow the voting instructions in the materials you receive.

By mail

You may submit your vote by completing, signing and dating your proxy card (if you requested and received printed proxy materials) and returning it in the prepaid envelope (if mailed in the United States) to Proxy Services, C/O Computershare Investor Services, PO Box 43101, Providence, RI 02940-5067 to be received by 11:59 p.m., EST, on May 22, 2024.

If you are a stockholder of record and you return your signed proxy card and do not indicate your voting preferences, the shares represented by your proxy card will be voted as recommended by our board of directors.

If you are a stockholder of record and the prepaid envelope is missing, please mail your completed proxy card to MaxLinear, Inc., c/o Computershare Trust Company, N.A., P.O. Box 43006, Providence, RI 02940-3006.

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If you are a beneficial owner of shares, you should have received voting instructions from your broker, bank, or other nominee holder of record. Simply follow the voting instructions provided by your broker, bank, or other nominee holder of record.

You may still attend the annual meeting in person even if you have already voted by proxy.

How can I attend, submit questions, and vote my shares at the annual meeting?

You are entitled to attend the annual meeting only if you were a MaxLinear stockholder as of the record date or you hold a valid proxy for the annual meeting. If you hold a valid proxy, and you wish to vote and/or submit questions during the annual meeting, you must also register in advance to attend the annual meeting. Registration instructions are described under the response to the above question, “What is the difference between holding shares as a stockholder of record and as a beneficial owner?” Appropriate questions received during the meeting will be addressed by the chairman of the board either during the meeting by reading the question aloud, along with a response, or if necessary, in a subsequent communication to all stockholders. A summary of the information you need in order to attend the annual meeting is provided below:

If you do not comply with the procedures outlined above, you may not be admitted to the annual meeting. Please let us know if you plan to attend the meeting if you vote by telephone or Internet by indicating your plans when prompted, or, if you requested and received printed proxy materials, by marking the appropriate box on the enclosed proxy card.

Can I change my vote or revoke my proxy?

You may change your vote at any time prior to the deadline for submitting your vote as indicated above. If you are the stockholder of record, you may change your vote by (i) entering a new vote by Internet or telephone, (ii) completing and returning a later-dated proxy card (which automatically revokes the earlier proxy card) using any of the methods described above (and until the applicable deadline for each method), (iii) providing a written notice of revocation to our corporate secretary at MaxLinear, Inc., 5966 La Place Court, Suite 100, Carlsbad, California 92008 prior to your shares being voted, or (iv) attending the annual meeting and voting at that time following the instructions previously described above. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, bank, or nominee following the instructions they provided or, if you have obtained a legal proxy from your broker, bank, or nominee giving you the right to vote your shares, by attending the annual meeting and voting.

Is there a list of stockholders enti

SEC Form DEF 14A filed by MaxLinear Inc.