MONOLITHIC POWER SYSTEMS INC

8-K · mpwr-20260611.htm iXBRL

0001280452 2026-06-11 2026-06-11

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 8-K
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of
 the Securities Exchange Act of 1934
 Date of Report (date of earliest event reported):
 June 11, 2026

 MONOLITHIC POWER SYSTEMS, INC.
 (Exact name of registrant as specified in its charter)

 Delaware 000-51026 77-0466789
 (State or other jurisdiction of (Commission (I.R.S. Employer
 incorporation or organization) File Number) Identification Number)

 1555 Palm Beach Lakes Blvd. ,
 West Palm Beach , Florida 33401
 (Address of principal executive offices)(Zip Code) (1)
 ( 561 )   839-3999
 (Registrant’s telephone number, including area code)
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading Symbol(s) Name of each exchange on which registered
 Common Stock, par value $0.001 per share MPWR The NASDAQ Global Select Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company  ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 (1) We have operations in multiple locations in the U.S., Europe and Asia and have not identified a single location as the Company’s headquarters. We are including this address to comply with the Securities and Exchange Commission’s requirements.

 Item 5.07 Submission of Matters to a Vote of Security Holders.
 On June 11, 2026, Monolithic Power Systems, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders:
 1. Elected two Class I directors to serve for three-year terms until the Company’s annual meeting of stockholders in 2029, or until their respective successors are duly elected and qualified.
 2. Ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
 3. Approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers.
 The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, is set forth below.
 1. Election of two Class I directors:

 Nominee For Withheld Broker Non-Votes
 Victor K. Lee 39,298,042 4,440,848 1,699,761
 Jeff Zhou 41,135,949 2,602,941 1,699,761

 2. Ratification of the appointment of the Company's independent registered public accounting firm for the year ending December 31, 2026:

 For Against Abstain Broker Non-Votes
 45,354,955 72,479 11,217 -

 3. Approval, on an advisory basis, of the 2025 compensation of the Company's named executive officers:  

 For Against Abstain Broker Non-Votes
 42,164,328 1,411,084 163,478 1,699,761

 Item 8.01 Other Events.
  
 On June 12, 2026, the Company issued a press release announcing the second quarter cash dividend of $2.00 per share to all stockholders of record as of the close of business on June 30, 2026. The dividend will be paid to stockholders on July 15, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
  

 Item 9.01 Financial Statements and Exhibits.
  
 (d) Exhibits.
  

 Exhibit Description

 99.1 Press release issued on June 12, 2026.

 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).

 SIGNATURE
  
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  

 Date: June 12, 2026 By: /s/ Saria Tseng
 Saria Tseng
 Executive Vice President, General Counsel