DEFA14A

 

 

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  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to § 240.14a-12
Synaptics Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

 

   

 

  (2)  

Aggregate number of securities to which transaction applies:

 

 

   

 

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

   

 

  (4)  

Proposed maximum aggregate value of transaction:

 

 

   

 

  (5)   Total fee paid:
   
   

 

¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount previously paid:

 

 

   

 

  (2)  

Form, Schedule or Registration Statement No.:

 

 

   

 

  (3)  

Filing Party:

 

 

   

 

  (4)  

Date Filed:

 

 

   

 

 

 

 

2010 Incentive Compensation Plan Amendment
Disclosure This presentation contains "forward-looking" statements about Synaptics, as that term is defined under the federal securities laws. Synaptics intends such forward-looking statements to be subject to the safe-harbor created by those laws. Such forward-looking statements relate to, without limitation, revenue growth, financial results, use of shares available under Synaptics' 2010 Incentive Compensation Plan, or the Plan, expectations for grants of awards to be made under the Plan, and expected results from increased R&D investment. Synaptics cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include, but are not limited to: (a) market demand and commercial acceptance of Synaptics' products, (b) market demand for OEM products using Synaptics' products, (c) the failure of Synaptics and OEM products to deliver commercially acceptable performance, (d) changes in business conditions or Synaptics' compensation strategy, and other risks as identified from time to time in Synaptics' SEC reports, including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and Annual Reports on Form 10-K. All forward-looking statements are based on information available to Synaptics on the date hereof, and Synaptics assumes no obligation to update such statements. This information and any related goods and services are provided "as is." We make no representations or warranties, expressed or implied. Synaptics providing you information, goods or services does not, by itself, create any express or implied license under any patent, trade mark, trade secret, copyright, mask work right, or any other intellectual property right.
Executive Summary Synaptics is seeking shareholder approval to amend the 2010 Incentive Compensation Plan Shares available as of August 30, 2013 = 1,180,541 Increase authorized shares by 3,000,000 resulting in total pool of 4,180,541 shares We anticipate issuing approximately 1,500,000 shares per year (gross, before cancellations) We expect the pool to last approximately 3 years Synaptics' Board of Directors recommends a "Yes" vote Equity fuels recruiting to drive R&D and customer engagements Our pay-for-performance approach to equity aligns employee and stockholder interests We have actively managed the impact of our equity compensation program by reducing our annual burn rate and through our stock repurchase program Our overhang reflects the impact of our employees holding vested "in-the-money" stock options, demonstrating their confidence in the value and future of Synaptics
Right Markets Smartphones In-cell, On-cell and Display Integration Leader Notebooks Industry leading TouchPad and ThinTouch keyboard solutions for Win8 "Touch First" OS Tablets Android and Windows support along with ThinTouch Integrated keyboards Broadest Portfolio Innovation leader with history of industry firsts, most recently: Single-ASIC solution for touchscreens up to 15.6 inches with Active Pen In-Cell smartphone implementations Positioned For Growth 850+ employees; ~ 67% in engineering focused roles Over 400 U.S. patents issued or pending Local technical design centers for real-time customer support Over 1 billion custom touch solutions shipped GLOBAL Company Overview: Leading Human Interface Company
(CHART) Background: Investment in R&D drives growth (CHART) Increased R&D Investment Drives Winning Product & Technology Portfolio R&D CAGR 25% FY13 Growth Accelerates; Strong Growth Expected to Continue in FY14 $(M) GM% Revenue CAGR 16% $(M)
(CHART) Background: Strong track record of growth and profitability (CHART) Net Income CAGR 18% EPS CAGR 24% See Appendix hereto for a reconciliation of GAAP to non-GAAP results
Background: Synaptics outperforms the industry Synaptics has outperformed the peer group median over the last one, three, and five-year periods (CHART) The peer group used for the analysis of total shareholder return consists of Atmel, Cirrus Logic, Cypress Semiconductor, Emulex, Integrated Device Technology, Intermec, Intersil, Lattice Semiconductor, Micrel, Microsemi, Monolithic Power Systems, NetGear, Plantronics, PMC-Sierra, QLogic, RF Micro Devices, Semtech, Silicon Laboratories, TriQuint, Zebra Technologies.
Equity is critical to recruiting and retaining high- caliber talent to drive our continued success Our growth strategy is dependent on our ability to recruit, motivate, reward, and retain employees to support R&D and customer engagements 67% of our headcount works in an R&D role Headquartered in San Jose (Silicon Valley), we compete with the largest and most successful technology companies in the US Equity compensation is necessary for us to compete for engineering, technical, and professional talent without significantly increasing cash compensation costs Critical talent supports Product Roadmap & expanding Customer Engagements (CHART) Total Headcount CAGR 10%
Our pay-for-performance approach to equity aligns employee and stockholder interests Our equity program encourages employees to think like stockholders: Take actions that create long-term stockholder value Promote long-term sustainability Our equity program emphasizes pay-for-performance For executives: Emphasis on equity; cash compensation falls below median of peer companies Stock options only have value if Synaptics' stock price increases above the grant price Market Stock Units require Synaptics to outperform the SOX index to earn an above-target payout; # of shares earned is reduced if Synaptics underperforms the SOX index Limited use of time-vested RSUs For employees: Equity awards are targeted to high-performing employees and critical hires Our total compensation levels (cash + equity) are aligned with the market
We have actively managed the impact of our equity compensation program We reduced our annual "burn rate" and "overhang" over the last two fiscal years Our stock repurchase program offsets the dilutive effect of equity awards Over the past 3 fiscal years, Synaptics repurchased more shares than were granted Synaptics had 32.3M shares outstanding, at 8/30/13, fewer than the split-adjusted 34.2M shares outstanding at our IPO Our repurchase program causes our burn rate and overhang to appear higher than at companies with less aggressive repurchase programs (CHART) (CHART) (CHART)
Our overhang is largely due to employees holding vested "in-the-money" stock options 63% of our outstanding equity awards consist of "in-the-money" and vested stock options, including > 1M options outstanding > 6 years We believe the number of vested in-the-money stock options demonstrates the holder's confidence in the value and future of our company As of August 30, 2013 # Shares % Common Shares Outstanding % of Issued Overhang Maximum MSUs 67,400 0.2% 1% Unvested RSUs 928,207 2.9% 13% Unvested Stock Options 1,444,518 4.5% 21% Vested in-the-money Stock Options 4,380,374 13.5% 63% All Other Vested Stock Options 137,369 0.4% 2% Total 6,957,868 21.5% 100%
Appendix
Appendix Unadjusted gross burn rate: options and restricted shares/units granted divided by weighted average shares outstanding. Adjusted gross burn rate: options and restricted shares/units (converted to option equivalents using a 2.0 multiplier) granted divided by weighted average shares outstanding. Issued overhang: total stock options, unvested restricted shares/units and unvested market stock units divided by period end shares outstanding. Share Figures in 000's As of 8/30/13 FY2013 FY 2012 FY 2011 Options Granted 514 1,179 1,942 Restricted Stock/RSUs Granted 572 648 518 MSUs Earned / Vested 0 0 0 MSUs Granted 74 0 0 # Shares Granted 1,160 1,827 2,460 Unadjusted Gross Burn Rate 3.6% 5.5% 7.2% Full-Value Share Multiplier 2.0x 2.0x 2.0x Adjusted # of Shares Granted 1,658 2,475 2,978 Adjusted Gross Burn Rate 5.1% 7.5% 8.8% Options Cancelled 472 365 587 RSUs Cancelled 118 88 87 MSUs Cancelled 7 0 0 Unadjusted Shares Cancelled 597 453 674 Unadjusted Net Burn Rate 1.7% 4.2% 5.2% Adjusted # of Shares Cancelled 708 541 761 Net Burn Rate 2.9% 5.9% 6.5% Options Outstanding 5,962 6,030 7,339 7,835 Unvested Rest. Stk./Units 928 1,005 1,009 868 Unvested MSUs (Target) 67 67 0 0 Issued Overhang 21.5% 21.3% 25.4% 26.0% Wtd Avg Shares Outstanding 32,658 33,030 34,042 Period End Shares Outstanding 32,338 33,290 32,896 33,466
Appendix Vested in-the-money Stock Options Outstanding for more than Six Years (1) These options vested 1/4th of the total number of options granted 12 months from grant date and 1/48th of the total number of options granted each month thereafter until fully vested 48 months after the grant date.
Appendix Reconciliation of GAAP to Non-GAAP: Net Income, Earnings Per Share, and R&D Expense