At last year's annual meeting, fewer than half of votes cast supported the executive compensation program — a result that falls far below the 70% threshold that triggers an automatic AGAINST vote if meaningful changes have not been made; while the company engaged shareholders and made some adjustments to performance metrics for 2025, MXL's stock declined roughly 48% over three years while peer companies gained about 12%, meaning shareholders lost significant value while executives received above-benchmark incentive pay, a clear failure of pay-for-performance alignment. The CEO's total reported compensation of approximately $7.8 million, combined with a compensation structure where incentive pay was not sufficiently tied to the shareholder experience of severe underperformance, warrants continued opposition until the program demonstrates genuine alignment between executive outcomes and shareholder returns.

Grant Thornton LLP has served as MXL's auditor since 2016 (approximately 10 years), well below the 25-year tenure threshold; non-audit fees (tax services of $142,560) represent about 9.6% of audit fees of $1,477,287, comfortably below the 50% threshold; and Grant Thornton is a large national firm appropriate for a $1.6 billion market-cap company, so no policy triggers are met.