Synaptics Files Proxy Materials

TL;DR

SYNAPTICS filed proxy docs, no fee. Standard stuff.

AI Summary

Synaptics Incorporated filed a Definitive Additional Materials (DEFA14A) on October 14, 2025. This filing is related to their proxy statement and indicates no fee was required for this submission. The company, headquartered in San Jose, CA, operates in the Semiconductors & Related Devices industry.

Why It Matters

This filing is a routine regulatory submission for Synaptics, providing shareholders with information related to their proxy statement, which is crucial for upcoming shareholder votes and corporate governance.

Risk Assessment

Risk Level: low — This filing is a standard DEFA14A proxy statement, which is a routine regulatory disclosure and does not inherently present new risks.

Key Numbers

• 2 — Public Document Count (Indicates the number of documents filed as part of this submission.)

Key Players & Entities

• SYNAPTICS Inc (company) — Registrant
• 0001140361-25-037981 (filing_id) — Accession Number
• 20251014 (date) — Filing Date
• San Jose, CA (location) — Company Headquarters
• 3674 (sic_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $128 million — n through substantial share repurchases—$128 million in FY25, with an additional $150 millio
• $150 million — 128 million in FY25, with an additional $150 million authorization existing today. Avoidanc

Filing Documents

• ef20057012_defa14a.htm (DEFA14A) — 38KB
• image00001.jpg (GRAPHIC) — 4KB
• 0001140361-25-037981.txt ( ) — 45KB

From the Filing

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 Filed by a Party other than the Registrant 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): 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 Dear Stockholders, We hope that this finds you well. We are two weeks away from our Annual Meeting on October 28, 2025, and respectfully ask for your support for Proposal 3 (Amendment and Restatement of the 2019 Equity and Incentive Compensation Plan). We believe the amended and restated equity plan supports Synaptics' ongoing strategic transformation toward Edge AI, wireless connectivity, and low-power processors, enables continued investment in top engineering talent, and maintains disciplined governance practices consistent with market norms. When adjusted for nonrecurring grants related to the Company's CEO transition and certain acquisition-related inducement grants, Synaptics' overhang and burn rate demonstrate responsible equity use and strong pay-for-performance alignment. We appreciate the time and care investors devote to conducting their independent analysis when evaluating our proposals. The summary below highlights the Board's disciplined and stockholder-aligned approach to equity use; the detailed discussion that follows provides additional context supporting a vote "FOR" Proposal 3. Thank you in advance for your continued support. PROPOSAL 3 – APPROVAL OF THE AMENDED AND RESTATED 2019 EQUITY AND INCENTIVE COMPENSATION PLAN (SHARE RESERVE INCREASE) EQUITY PROPOSAL SUMMARY: Equity is needed to Drive Business Transformation Towards Edge AI Strategy Unprecedented Competition for AI Engineering Talent Limited One-Time Awards Inflated Overhang and Burn Rate – not expected to be recurring Equity Program is Broad-Based and Performance-Oriented – reinforcing a culture of ownership among employees to align with stockholder interests Performance-based Equity Program Creates Alignment with Stockholder Interests - In FY25, ~67% of the CEO's and 50% of the other NEOs' target equity awards were performance-based, tied to relative Total Stockholder Return and Earnings Per Share performance metrics Disciplined Equity Use and Prudent Overhang Management Responsiveness to Investor Feedback - resulted in important changes to the equity plan design EQUITY PROPOSAL DETAIL: Strategic Use of Equity to Support Business Transformation Synaptics is executing a multi-year transformation toward edge AI, wireless connectivity, and low power processors. Equity has been instrumental in driving this transformation – enabling the integration of Broadcom's engineering team, which is accelerating innovation and expanded design capabilities. Sustaining equity capacity is essential to attract, motivate, and retain world-class engineers and innovators who drive the next generation of AI-enabled products and long-term value creation. Synaptics' strong operational and financial results year-over-year reflect the success of this transformation, and the pivotal role equity plays in aligning talent with strategic execution. Context on AI Engineering Talent Competition The market for AI engineering talent is experiencing unprecedented competition as technology, semiconductor, and cloud companies expand into artificial intelligence and edge computing. This imbalance between supply and demand has created a global "AI talent war," with companies competing aggressively for a limited pool of specialized engineers in machine learning, edge AI, and connectivity. In this environment, equity compensation is a critical differentiator—serving both to attract and retain high-impact engineers and to align key contributors with long-term stockholder value creation. For Synaptics, maintaining sufficient share capacity under the Equity and Incentive Compensation Plan is therefore essential to: o Compete effectively for scarce AI and semiconductor engineering talent. Page 1 o Sustain innovation capacity and accelerate product development in high-growth markets. o Support the Company's transformation strategy in edge AI, connectivity and low-power processors. Broad-Based and Performance-Oriented Equity Program Synaptics' equity program is broadly distributed and merit-based, reinforcing a culture of ownership and accountability. ~75% of employees are expected to rec

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View this DEFA14A filing on SEC EDGAR