DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:


☐	Preliminary Proxy Statement	☐	Confidential, for Use of the Commission
☒	Definitive Proxy Statement		Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

SYNAPTICS INCORPORATED

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules

14a-6(i)(1)

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LOGO

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS


Date and Time:	Tuesday, October 29, 2024, at 9:00 a.m. local (Pacific) time

Place:	Live interactive webcast on the Internet at www.virtualshareholdermeeting.com/syna2024. You will not be able to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) in person.

Items of Business:	1.	Elect the three nominees named in the attached Proxy Statement to the Board of Directors, each to serve for a one-year term expiring in 2025.

	2.	Ratify the appointment of KPMG LLP as our independent auditor for the year ending June 28, 2025.

	3.	Approve our amended and restated 2019 Equity and Incentive Compensation Plan.

	4.	Approve, on an advisory basis, the compensation of our named executive officers.

Record Date:	The Board of Directors has fixed the close of business on August 30, 2024, as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting, or any adjournment(s) or postponement(s) thereof.

Proxy Voting:	Your vote is very important to us. Whether or not you plan to participate in the Annual Meeting, we urge you to submit your proxy or voting instructions as soon as possible to ensure your shares are represented at the Annual Meeting. If you participate in and vote at the Annual Meeting, your proxy or voting instructions will not be used.

By Order of the Board of Directors,

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Notice of Annual Meeting, Proxy Statement and our 2024 Annual Report on Form 10-K are first being made available to stockholders at www.proxyvote.com on or about September 12, 2024. You are encouraged to access and review all of the important information contained in our proxy materials before voting.

LOGO

Michael Hurlston

President and Chief Executive Officer

September 12, 2024: San Jose, California


SYNAPTICS INCORPORATED		PROXY STATEMENT		1

CONTENTS


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		1
PROXY SUMMARY		4
Stockholder Engagement and Responsiveness		5
Compensation Highlights		6
Board of Directors Snapshot and Board Diversity Matrix		10
Corporate Governance Highlights		11
VOTING INFORMATION		12
Voting Matters and Board Recommendations		12
How to Cast Your Vote		12
PROPOSAL 1 – ELECTION OF DIRECTORS		13
General		13
Board Composition		13
Class 1 Director Nominees		15
Continuing Directors		17
Vote Required		20
Recommendation		20
CORPORATE GOVERNANCE		21
Board Composition and Governance		21
Board Committees		26
Director Selection, Evaluation and Communications		28
DIRECTOR COMPENSATION		30
Cash Compensation		30
Equity Compensation		30
Director Compensation Limits		30
Stock Ownership Guidelines		30
Director Compensation Table — Fiscal 2024		31
PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITOR		32
Vote Required

Table of Contents

Table of Contents

Table of Contents