🧾 What This Document Is 📜

This document is a Definitive Proxy Statement, which is a formal legal document required by the SEC. Essentially, it serves as a comprehensive playbook for the company's annual meeting with its stockholders. 🧑‍💼 It lays out exactly what the company plans to discuss, who the directors are, how they are paid, and what the shareholders will be voting on.

The filing pertains to the 2026 Annual Meeting of Stockholders, which is scheduled for Wednesday, June 3, 2026. The material is dated April 21, 2026.

👉 Why it matters: Unlike a simple press release, a proxy statement is the single source of truth for corporate governance. It dictates the rules of the vote and provides deep insight into the board's structure and executive compensation philosophies.

🏢 What Power Integrations Does 💡

Power Integrations, Inc. (POWI) is a technology company focused on developing advanced high-voltage semiconductors. ⚡ They are critical players in the power conversion industry, making their chips essential components for large, modern applications.

The company's technology is vital to major global trends, including:

• Electrification
• Renewable energy integration
• Artificial Intelligence (AI) infrastructure
• Grid modernization

👉 What it signals: The core business is positioned in high-growth, foundational technology areas, making them integral suppliers to massive global infrastructure shifts like the transition to electric vehicles and smart grids.

🚀 Executive Performance & Strategy Update 💼

CEO Jennifer A. Lloyd used her letter to provide a high-level review of the company's performance and strategic direction. She expressed confidence in the company's technological leadership and the market opportunity ahead.

Key financial achievements reported for 2025 include:

• Revenue: Increased 6%.
  • Why it matters: Revenue growth is positive, signaling that the company is successfully selling its specialized semiconductor solutions to the market.
• Non-GAAP Earnings Per Share: Grew 8%.
  • Why it matters: Earnings growth (8%) was stronger than revenue growth (6%), suggesting improved efficiency and cost management within the company.
• Operating Cash Flow: Reached $112 million.
  • Why it matters: Cash flow is robust, indicating that the company is generating significant cash from its core business operations.
• Shareholder Return: Returned a combined total of $145 million through dividends and share repurchases.
  • Why it matters: This signals a commitment to returning capital to shareholders, which is a key metric for investor confidence.

Management also outlined its strategic focus:

• Disciplined Execution: Focusing R&D investments only on the highest-value programs.
• Operational Focus: Improving alignment between engineering and commercial teams to speed up product development and market release.

👉 Key Takeaway: The company showed solid growth in 2025, significantly boosted its cash flow, and is proactively managing costs while prioritizing long-term investments in advanced semiconductors.

🗳️ The Five Proposals for Voting 🗳️

The proxy statement outlines five specific matters that stockholders must vote on at the 2026 Annual Meeting.

• Proposal 1: Election of Directors: Electing seven nominees to serve until the 2027 annual meeting.
  • Governance Note: The Board recommends voting FOR all nominees. This election is crucial for determining the company’s strategic oversight and leadership.
• Proposal 2: Advisory Vote on Executive Compensation: Approving the overall compensation strategy for named executive officers.
  • Governance Note: Because this is advisory, the vote is not legally binding on the Board or the Company, but management stresses that the results are important for future planning.
• Proposal 3: Ratification of Independent Public Accounting Firm: Ratifying the selection of Deloitte & Touche LLP for the fiscal year ending December 31, 2026.
  • Governance Note: This is a routine vote confirming which auditing firm the company will use, ensuring financial transparency and compliance.
• Proposal 4: Amending the 2016 Incentive Award Plan: Amending the plan to increase the number of shares reserved for issuance.
  • Governance Note: This allows the company flexibility to issue stock as necessary for employee compensation and incentives.
• Proposal 5: Stockholder Proposal on Governance: Considering a stockholder proposal related to the separation of the Chairman and the Chief Executive Officer roles.
  • Governance Note: The Board recommends voting AGAINST this proposal.

👨‍💼 Leadership and Director Changes 👔

The filing details changes in company leadership and the roles of the Board.

• New CEO: Jennifer A. Lloyd was appointed as President and Chief Executive Officer, beginning her role on July 21, 2025. She also serves as a director.
• Board Turnover: Two current directors, Balu Balakrishnan and Nicholas E. Brathwaite, will retire from the Board at the Annual Meeting.
• Board Composition: The Board will have seven members following these retirements.
• Expertise: The nominees collectively bring broad expertise across critical fields, including:
  • Semiconductor/electronics industry experience.
  • Public-company senior management experience.
  • Corporate finance/accounting expertise.
  • Supply chain/manufacturing expertise.

👉 What it signals: The Board is actively refreshing its membership by adding experienced leaders (like Gregg Lowe and Ravi Vig) while managing the retirements of long-serving members (like Mr. Balakrishnan).

🔐 Oversight Committees and Governance Structure 🛡️

Corporate governance is heavily structured through various specialized board committees, each responsible for monitoring specific risks and operational areas.

Cybersecurity Oversight Committee 🌐

The Board has established a dedicated Cybersecurity Committee (composed of Mmes. Ganti and Gioia) to oversee data security. This committee is charged with reviewing:

• The company’s overall security strategy and technology planning.
• The effectiveness of cybersecurity programs to identify and mitigate risks.
• The quality of policies for handling data breaches and responding to security incidents.
• Ensuring the quality and effectiveness of IT systems and physical/organizational access controls.

Compensation and Talent Committee 💰

This committee is responsible for determining and approving the overall compensation strategy. They analyze and recommend:

• Compensation for the Chief Executive Officer and other executive officers.
• Incentive-based compensation plans (like RSUs and PSUs).
• Compensation for non-employee directors.
• They use external consultants, like Aon plc, to ensure their pay policies are aligned with industry standards and are structured to balance risk and reward.

📝 Voting Mechanics and Key Dates 📅

Understanding how and when to vote is crucial. The Annual Meeting will be held virtually. 🌐

• Meeting Date: Wednesday, June 3, 2026.
• Time: 8:00 a.m. Pacific time.
• Record Date: The date is April 13, 2026. Only stockholders of record as of the close of business on this date are entitled to vote.
• Voting Process: Stockholders can vote in four ways:
  1. In person (virtually) via the webcast link: https://meetnow.global/MJPQAXN.
  2. Returning the enclosed proxy card (for mail-in voting).
  3. Over the phone (toll-free 1-800-652-VOTE in U.S./Canada).
  4. On the internet (via www.investorvote.com/powi).
• Quorum: A quorum is required to hold a valid meeting, which means holders of 27,851,991 shares must vote or be represented by proxy.

👉 Action Item: Any vote must be received by 1:00 a.m., Pacific time, on June 3, 2026, to be counted.

📞 Contacts and Resources 📧

For voters with questions regarding the materials or voting process, the proxy solicitor is Innisfree M&A Incorporated.

• Toll-Free (U.S. and Canada): 877-687-1871
• Toll-Free (All other countries): 412-232-3651
• Collect: 212-750-5833 (for banks and brokerage firms)
• Proxy Materials Online: http://www.edocumentview.com/POWI

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🧠 The Analogy

Think of the Proxy Statement as a yearly physical report card for the company. 🍎 It doesn't just list grades (financial results); it outlines who the teachers are (the Board of Directors), how much the teachers are paid (executive compensation), and the rules for next year's lessons (corporate governance). It’s the detailed, official playbook that allows the student (the stockholder) to vote on the future direction of the institution.

🧩 Final Takeaway

Power Integrations demonstrated solid operational growth and strong cash generation in 2025, positioning itself well for the electrification and AI markets. The focus now is on governance, confirming the strategic direction, and rewarding executives through incentive compensation while maintaining continuous oversight of cybersecurity risks.