31 unchanged sentences
To the extent disclosure for delinquent reports is being made, it can be found under the caption "Delinquent Section 16(a) Reports" in the 2023 Proxy Statement and is herein incorporated by reference.
−Removed: We have adopted a Code of Business Conduct and Ethics that applies to all directors and employees, including our Chief Executive Officer (our Principal Executive Officer) and our Chief Financial Officer (our Principal Accounting and Financial Officer).
+Added: We have adopted a Code of Business Conduct and Ethics (the "Code of Business Conduct and Ethics") that applies to all directors and employees, including our Chief Executive Officer (our Principal Executive Officer) and our Chief Financial Officer (our Principal Accounting and Financial Officer).
We have also adopted a Code of Ethics for Senior or Designated Financial Personnel (the "Code of Ethics for Senior or Designated Financial Personnel") that applies to our Chief Executive Officer (our Principal Executive Officer), our Chief Financial Officer (our Principal Accounting and Financial Officer) and other designated financial personnel.
2 unchanged sentences
We have a separately designated standing audit committee established in accordance with the Securities Exchange Act of 1934.
−Removed: The members of the audit committee are Daniel Heneghan, Chairman, C.
−Removed: Scott Gibson and Richard Sanquini.
+Added: The members of the audit committee are Dean W.
+Added: Butler, Daniel J.
+Added: Heneghan, and C.
+Added: Scott Gibson.
The audit committee has the responsibility and authority described in the Pixelworks, Inc.
2 unchanged sentences
Our board of directors has determined that Mr.
−Removed: Heneghan, Mr.
−Removed: Gibson and Mr.
−Removed: Sanquini meet the independence requirements set forth in Rule 10A-3(b)(1) under the Exchange Act and in the applicable rules of Nasdaq.
+Added: Heneghan and Mr.
+Added: Gibson meet the independence requirements set forth in Rule 10A-3(b)(1) under the Exchange Act and in the applicable rules of Nasdaq.
In addition, our board of directors has determined that Mr.
−Removed: Heneghan, Mr.
−Removed: Gibson and Mr.
−Removed: Sanquini each qualify as an audit committee financial expert as defined by Securities and Exchange Commission rules.
+Added: Heneghan and Mr.
+Added: Gibson each qualify as an audit committee financial expert as defined by Securities and Exchange Commission rules.
Executive Compensation.
−Removed: Information required by Item 11 with respect to executive compensation will be included under the captions "Compensation Committee Report", "Executive Compensation" and "Information About Our Board of Directors - Director Compensation" in our 2022 Proxy Statement and is incorporated herein by reference.
+Added: Information required by Item 11 with respect to executive compensation will be included under the captions "Executive Compensation" and "Information About Our Board of Directors - Director Compensation" in our 2023 Proxy Statement and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
1 unchanged sentence
Certain Relationships and Related Transactions, and Director Independence.
−Removed: Information required by Item 13 with respect to certain relationships and related transactions and director independence will be included under the captions "Certain Relationships and Related Transactions" and "Information About Our Board of Directors" in our 2022 Proxy Statement and is incorporated herein by reference.
+Added: Information required by Item 13 with respect to certain relationships and related transactions and director independence will be included under the captions "Certain Relationships and Related Person Transactions" and "Information About Our Board of Directors" in our 2023 Proxy Statement and is incorporated herein by reference.
Principal Accounting Fees and Services.
−Removed: Information required by Item 14 with respect to principal accounting fees and services will be set forth under the caption "Information About Our Independent Registered Public Accounting Firm" in our 2022 Proxy Statement and is incorporated herein by reference.
−Removed: Exhibits, Financial Statement Schedules.
+Added: Information required by Item 14 with respect to principal accounting fees and services will be set forth under the captions "Principal Accounting Fees and Services" and "Pre-Approval of Audit and Permissible Non-Audit Services" in our 2023 Proxy Statement and is incorporated herein by reference.
+Added: Exhibits and Financial Statement Schedules.
Financial Statements.
−Removed: The following financial statements are included in Item 8 Financial Statements and Supplementary Data:
+Added: The following financial statements are included in Part II, Item 8 Financial Statements and Supplementary Data:
Report of Independent Registered Public Accounting Firm (PCAOB ID:
8 unchanged sentences
The exhibits listed below are either filed with this report or incorporated by reference into this report.
−Removed: 3.1 Sixth Amended and Restated Articles of Incorporation of Pixelworks, Inc., as amended
−Removed: 3.2 Second Amended and Restated Bylaws of Pixelworks, Inc.
−Removed: (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed March 10, 2010).
+Added: 3.1 Sixth Amended and Restated Articles of Incorporation of Pixelworks, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed on March 9, 2022).
+Added: 3.2 Third Amended and Restated Bylaws of Pixelworks, Inc.
+Added: (incorporated by reference to Exhibit 3(ii).1 to the Company’s Current Report on Form 8-K filed February 2, 2023).
4.1 Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on March 11, 2020).
3 unchanged sentences
10.2+ Pixelworks, Inc.
−Removed: Amended and Restated 2010 Employee Stock Purchase Plan.
+Added: Amended and Restated 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K filed on March 9, 2022).
10.3+ Pixelworks, Inc.
10 unchanged sentences
10.8+ Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2021).
−Removed: 10.9+ Summary of Pixelworks 2021 Non-Employee Director Compensation.
+Added: 10.9+ Summary of Pixelworks, Inc.
+Added: Non-Employee Director Compensation (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K filed on March 9, 2022).
10.10+ Form of Pixelworks, Inc.
9 unchanged sentences
Board of Directors (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 15, 2019).
−Removed: 10.16+ Offer Letter with Elias Nader (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on September 16, 2019).
−Removed: 10.17+ Change of Control and Severance Agreement with Elias Nader (incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed with the SEC on September 16, 2019).
10.16 Office Lease Agreement dated December 2005, by and between CA-The Concourse Limited Partnership and Pixelworks, Inc.
18 unchanged sentences
10.26 Schedule identifying agreements substantially identical to the form of Agreement in Exhibit 10.25 hereto (incorporated by reference to Exhibit 10.02a to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021).
+Added: 10.27 Change of Control and Severance Agreement by and between Pixelworks, Inc.
+Added: Aman, dated January 28, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 31, 2022).
+Added: 10.28 Supplemental Agreement to Capital Increase Agreement dated as of March 24, 2022 between the Company and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 28, 2022).
+Added: 10.29 Side Letter to Capital Increase Agreement dated as of March 24, 2022 between the Company and the other parties named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 28, 2022).
+Added: 10.30 Form of Equity Transfer Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2022).
+Added: 10.31 Schedule identifying agreements substantially identical to the form of Agreement filed as Exhibit 10.33 hereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2022).
+Added: 10.32* Form of Capital Increase Agreement.
+Added: 10.33 Schedule identifying agreements substantially identical to the form of Agreement in Exhibit 10.
21 Subsidiaries of Pixelworks, Inc.
23.1 Consent of Armanino LLP.
−Removed: 24.1 Power of Attorney (see page 85 of this Form 10-K).
+Added: 24.1 Power of Attorney (contained on the signature page to this Form 10-K).
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
34 unchanged sentences
Signature Title Date
−Removed: DeBonis President and Chief Executive Officer
+Added: DeBonis President and Chief Executive Officer and Director
DeBonis (Principal Executive Officer)
2 unchanged sentences
March 8, 2023
−Removed: /s/ Richard L.
−Removed: Sanquini Chairman of the Board
+Added: /s/ Daniel J.
+Added: Heneghan Chairman of the Board
March 8, 2023
1 unchanged sentence
Amy Bunszel March 8, 2023
+Added: Butler Director
+Added: Butler March 8, 2023
Scott Gibson Director
March 8, 2023
−Removed: /s/ Daniel J.
−Removed: Heneghan Director
−Removed: March 9, 2022
+Added: Liu March 8, 2023
Tupman Director
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.