mxl-20210512


Delaware	001-34666	14-1896129
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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 (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	MXL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

We held our Annual Meeting of Stockholders (“Annual Meeting”) on May 12, 2021. Of the 75,358,693 shares of our common stock outstanding as of March 29, 2021, 68,874,663 shares of common stock were represented, either by attending the virtual annual meeting or by proxy, constituting, of the shares entitled to vote, approximately 91.40% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.

1.Election of Three Class III Directors. The following nominees were re-elected by the holders of our common stock to serve as our Class III directors to hold office until our 2024 annual meeting of stockholders and until their successors have been duly elected and qualified:


Nominee	For	Against	Abstain	Broker Non-Votes
Kishore V. Seendripu, Ph.D.	61,888,558	810,984	8,120	6,167,001
Thomas E. Pardun	61,915,665	783,604	8,393	6,167,001
Gregory P. Dougherty	59,614,938	3,084,343	8,381	6,167,001

2.Advisory Vote to Approve Named Executive Officer Compensation. On an advisory basis, the compensation of our named executive officers for the year ended December 31, 2020, as disclosed in our proxy statement for our 2021 annual meeting of stockholders, was approved by our stockholders based on the following results of voting:

3.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified based on the following results of voting:

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 hereunto duly authorized.



Date:	May 13, 2021	MAXLINEAR, INC.

		(Registrant)

		By:	/s/ Steven G. Litchfield
			Steven G. Litchfield
			Chief Financial Officer and Chief Corporate Strategy Officer


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