SiTime Corp Files Proxy Statement Amendment

TL;DR

SiTime filed proxy docs, check for shareholder meeting updates.

AI Summary

SiTime Corporation filed a Definitive Additional Materials proxy statement (DEFA14A) on May 6, 2024. This filing is an amendment to their previous proxy materials and concerns information required for the proxy statement under Section 14(a) of the Securities Exchange Act of 1934. The company is located at 5451 Patrick Henry Drive, Santa Clara, CA.

Why It Matters

This filing provides updated information to shareholders regarding matters to be voted on at the company's annual meeting, impacting corporate governance and shareholder rights.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) providing updated proxy information, not indicating any immediate financial distress or significant operational changes.

Key Players & Entities

• SiTime Corporation (company) — Registrant
• 5451 Patrick Henry Drive (location) — Company Address
• Santa Clara, CA (location) — Company City and State

FAQ

Filing Documents

• fy23-proxyxwordxamendment2.htm (DEFA14A) — 87KB
• 0001451809-24-000105.txt ( ) — 88KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material Pursuant to 240.14a-12 SiTime Corporation (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 all boxes that apply) x No fee required. o Fee paid previously with preliminary materials. o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SITIME CORPORATION 5451 Patrick Henry Drive Santa Clara, California 95054 (408) 328-4400 SUPPLEMENT TO THE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 30, 2024 May 6, 2024 SiTime Corporation ("SiTime," "we," "us" and "our") is filing this proxy statement supplement (this "Proxy Supplement") to update and amend its definitive proxy statement on Schedule 14A (the "Proxy Statement") filed with the Securities and Exchange Commission (the "SEC") on April 16, 2024 in connection with the solicitation of proxies by our Board of Directors (the "Board") for use at our 2024 Annual Meeting of Stockholders to be held on Thursday, May 30, 2024 at 900 a.m. Pacific Time virtually via live webcast at httpsmeetnow.globalMJLVFCK (the "Annual Meeting"). Except as updated or supplemented by this Proxy Supplement, all information set forth in the Proxy Statement remains unchanged and should be considered in casting your vote by proxy or during the Annual Meeting. This Proxy Supplement should be read together with the Proxy Statement. This Proxy Supplement, our Notice of Annual Meeting of Stockholders, the Proxy Statement and our 2023 Annual Report to Stockholders are available at www.investorvote.comSITM. The purpose of this Proxy Supplement is solely to correct certain errors in the Grants of Plan-Based Awards in Fiscal 2023 table on page 45 of the Proxy Statement. The changes are included in bold in the revised Grants of Plan-Based Awards in Fiscal 2023 table below. Grants of Plan-Based Awards in Fiscal 2023 The following table shows for the fiscal year ended December 31, 2023, certain information regarding grants of plan-based awards to our named executive officers Name Award Type Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) All Other Stock Awards Number of Shares of Stock or Units (3) Grant Date Fair Value of Stock and Option Awards ($)(4) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Rajesh Vashist RSU 22123 29,323 3,457,769 PRSU 22123 10,996 21,992 43,984 2,593,297 PRSU 22123 21,992 43,984 3,522,459 Bonus Plan 22123 325,000 650,000 975,000 Elizabeth A. Howe RSU 111423 54,689 6,278,298 Fariborz Assaderaghi RSU 22123 8,552 1,008,452 PRSU 22123 2,138 4,276 8,552 504,226 PRSU 22123 4,276 8,552 684,887 Bonus Plan 22123 82,500 165,000 247,500 Lionel Bonnot RSU 22123 8,552 1,008,452 PRSU 22123 2,138 4,276 8,552 504,226 PRSU 22123 4,276 8,552 684,887 Bonus Plan 22123 79,063 158,126 237,189 Sales Incentive Plan (5) 22123 100,000 670,000 Piyush Sevalia RSU 22123 8,552 1,008,452 PRSU 2,138 4,276 8,552 504,226 PRSU 4,276 8,552 684,887 Bonus Plan 22123 82,500 165,000 247,500 Arthur D. Chadwick RSU 22123 7,738 912,465 PRSU 22123 1,934 3,869 7,738 456,233 PRSU 22123 3,869 7,738 619,698 Bonus Plan 22123 82,500 165,000 247,500 __________________________________________________ (1) Represents estimated possible payouts for fiscal 2023 under the Executive Bonus and Retention Plan. Payment of bonuses under the Executive Bonus and Retention Plan is dependent upon meeting specified performance goals. A description of the performance goals associated with such bonuses is included in "Compensation Discussion and Analysis." Upon achievement, payment is made in RSUs, which are calculated based on the average closing stock price for our common stock in the 20 trading days prior to grant. In February 2024, the compensation committee granted RSUs to Messrs. Vashist, Bonnot, and Sevalia and Dr. Assaderaghi for 2,097, 612, 638, and 638 shares, respectively, as payment for achievement under the Bonus Plan for 2023. (2) Represents PRSUs granted in February 2023, including two types of PRSUs (i) Revenue PRSUs and (ii) Relative TSR PRSUs. Information related to these grants, including the stock price-based milestones and vesting schedules, is contained in "Compensation Discussi

View Full Filing

View this DEFA14A filing on SEC EDGAR