POWER INTEGRATIONS INC
Shareholder Proposals
Item 5
Separate the roles of Chairman and Chief Executive Officer and require the Chairman to be an independent director.
The proposal requests that the Board adopt an enduring policy (and amend governing documents if needed) to ensure the offices of Chairman and Chief Executive Officer are held by two different people and that the Chairman be an independent director; it permits the Board to appoint a non-independent interim chair only while it seeks an independent chair. The proponent argues an independent chair will provide impartial oversight, strengthen management accountability, mitigate conflicts of interest, and improve transparency and shareholder confidence. The filing was submitted by John Chevedden (holder of 75 shares) and urges expedited adoption, noting the proposal received about 45% support at the 2025 annual meeting and citing the company’s recent stock performance and governance concerns as rationale. The proposal allows for a phased implementation tied to CEO contract renewals or the next CEO transition if the Board chooses.