Monolithic Power Systems | Right To Act By Written Consent at Monolithic Power Systems

Status
Filed
Previous AGM date
Resolution details
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). 
Supporting statement
This includes shareholder ability to initiate any appropriate topic for written consent. This includes that any associated request for a record date shall have the lowest allowable figure. This includes that written consent not include a solicitation clause mandating a certain percent of shares be solicited unless legally required. Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. It is particularly important for Monolithic Power Systems (MPWR) shareholders to have a right to act by written consent because MPWR shares not owned for at least one year are excluded from having a right to call for a special shareholder meeting. It is believed that no company out of a pool of 3000 companies has ever held a special shareholder meeting, called for by shareholders, with this one-year MPWR-type exclusion, highlighting what a deterrent a one-year exclusion is. There has never been a company, that has responded to a proposal like this, that has ever cited one special shareholder meeting actually being held that was called for by shareholders of a company that excluded all shares not owned for a full year. Thus the current MPWR special meeting right seems to be utterly useless because such a shareholder meeting will likely never happen. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when MPWR underperforms. Since a director can be removed by written consent, enabling shareholders to act by written consent may serve as an incentive for MPWR directors to perform better. The following challenging 2025 news reports regarding MPWR make it important to adopt this proposal: A significant shareholder concern is the potential for MPWR to lose market allocation in NVIDIA's next-generation GPU platforms to competitors like Renesas and Infineon. Some analyses point to expectations for highly negative earnings growth in the next few years. Reports of significant insider selling of stock throughout 2025 can be interpreted by shareholders as a lack of confidence in future prospects by MPWR leadership.

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