Synaptics Files Merger Proxy; Stockholders Vote Nov. 17 on $123/Share onsemi Deal

What happened

Synaptics Incorporated filed a definitive proxy statement (Form DEFM14A) with the SEC on October 19, 2026, setting a special stockholder meeting for November 17, 2026 to vote on its acquisition by ON Semiconductor Corporation (onsemi).

Under the Amended and Restated Agreement and Plan of Merger dated October 1, 2026, onsemi's wholly owned subsidiary, Sonic Acquisition Corp., will merge into Synaptics, which will survive as a wholly owned subsidiary of onsemi. Each outstanding share of Synaptics common stock will be converted into the right to receive $123.00 in cash, without interest.

Synaptics' board unanimously approved the agreement and recommends stockholders vote "FOR" the merger proposal, "FOR" an advisory vote on merger-related executive compensation, and "FOR" a proposal to adjourn the meeting if needed to gather more votes.

The record date for voting is October 13, 2026. The meeting will be held only online.

Synaptics stock closed at $117.28 on the event date, up 0.09% from $117.18 the prior close, according to the price data.

About Synaptics

Synaptics is a Delaware corporation headquartered at 1109 McKay Drive, San Jose, California, according to the proxy. It is classified in the semiconductors and related devices industry.

Its most recent annual revenue was $1.197 billion for the period ending June 27, 2026.

What the vote requires

The merger cannot close without adoption of the merger agreement by holders of a majority of all issued and outstanding Synaptics shares entitled to vote as of the record date. This is a higher bar than a majority of shares actually voted.

Because of that, the proxy states that failing to vote, and any abstention, has the same effect as a vote "AGAINST" the merger. The same applies to shares held in "street name" (through a broker, bank or other nominee) if the holder does not give voting instructions.

Approval of the compensation and adjournment proposals is not a condition to completing the merger.

What this means

A DEFM14A is the definitive version of a proxy statement for a merger or similar transaction. "Definitive" means it is the final document being mailed to shareholders, as opposed to the preliminary version filed earlier for SEC review, which can still change. Filing it triggers the company's obligation to formally convene the shareholder vote, and it starts the clock toward the meeting date.

The document lays out the mechanics of a cash merger: a subsidiary created by the buyer (here, Sonic Acquisition Corp.) merges into the target, the target survives as a subsidiary of the buyer, and target shares are cancelled in exchange for cash. The $123.00 per share is the entire consideration — there is no stock component described in this excerpt, so Synaptics holders would receive cash rather than onsemi shares.

The $123.00 offer compares with the $117.28 closing price on the filing date, a gap of about $5.72, or roughly 4.9%. In cash deals, a share price below the offer price is common and generally reflects the time until closing and the risk the deal may not complete — the proxy does not explain the gap, and this article does not interpret it.

The advisory compensation proposal is a "say-on-golden-parachute" vote, required by SEC rules when a merger could trigger payments to executives. It is non-binding, meaning the board is not obligated to act on the result, and it does not affect whether the merger closes.

The next scheduled step is the November 17 special meeting. The proxy does not state a closing date or describe remaining regulatory approvals beyond the stockholder vote; the filing describes the vote as a condition to closing.