Cirrus Logic (CRUS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 29, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials are available online, and shareholders can vote via internet, phone, mail, or during the meeting.

• Shareholders of record as of June 2, 2025, are eligible to vote; 51,298,359 shares were outstanding on that date.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Ernst & Young LLP as auditor for FY2026, and a non-binding say-on-pay for executive compensation.

• The board recommends voting in favor of all proposals.

• Shareholders may submit proposals or director nominations for the 2026 meeting, following SEC and bylaw requirements.

Board of directors and corporate governance

• The board held 12 meetings in FY2025; all directors attended at least 75% of meetings.

• Three standing committees: Audit, Compensation and Human Resources, and Governance and Nominating, all composed of independent directors.

• Six of seven director nominees are independent; board leadership is separated between CEO and chair.

• Stock ownership guidelines apply to directors and executives; annual board and committee self-evaluations are conducted.