Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(e) As described in Item 5.07 below, Synaptics Incorporated (the "Company," "we" or "us") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting") on October 27, 2020. At the Annual Meeting, our stockholders approved an amendment and restatement of our 2019 Equity and Incentive Compensation Plan that provides for, among other things, an increase of 1,360,000 shares of our common stock authorized for issuance thereunder (the "2019 Plan"). Our named executive officers are eligible to participate in the 2019 Plan. Our Board of Directors approved the 2019 Plan on September 2, 2020, subject to stockholder approval at the Annual Meeting. A summary of the material terms of the 2019 Plan is set forth under the caption "Proposal Four: Approval of Amended and Restated 2019 Equity and Incentive Compensation Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "Commission") on September 8, 2020. That summary and the above description of the 2019 Plan do not purport to be complete and are qualified in their entirety by reference to the 2019 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 27, 2020, we held our Annual Meeting of Stockholders. On the record date of September 2, 2020, there were 34,262,865 shares of our common stock outstanding and entitled to vote at the Annual Meeting. The number of shares of common stock present at the meeting, in person or by proxy, was 32,443,759 or approximately 94.69% of the outstanding shares. At the meeting, the following proposals were submitted to a vote of our stockholders, with the final voting results indicated below:

Proposal One: Election of Directors. Our stockholders elected the following Class III directors, each to serve until our Annual Meeting of Stockholders in 2023 or until their successors have been elected and qualified.





                                                              Broker
Director            For           Against      Abstain       Non-Votes
Nelson Chan       28,192,834       645,764       32,091       3,573,070
Susan Hardman     28,613,055       238,457       19,177       3,573,070

Proposal Two: Advisory Approval of our Named Executive Officer Compensation. Our stockholders voted to approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2020.





                                    Broker
   For        Against    Abstain   Non-Votes
20,420,953   8,409,949   39,787    3,573,070

Proposal Three: Ratification of the Appointment of Independent Auditor. Our stockholders ratified the appointment of KPMG LLP, an independent registered public accounting firm, as the independent auditor of our company for the fiscal year ending June 26, 2021.





                                  Broker
   For       Against   Abstain   Non-Votes
31,975,542   424,653   43,564       -

Proposal Four: Approval of Amended and Restated 2019 Equity and Incentive Compensation Plan. Our stockholders voted to approve the Amended and Restated 2019 Equity and Incentive Compensation Plan.





                                    Broker
   For        Against    Abstain   Non-Votes
27,206,463   1,627,052   37,174    3,573,070



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Item 9.01. Financial Statements and Exhibits






(d) Exhibits




Exhibit
  No.       Description

10.1          Synaptics Incorporated Amended and Restated 2019 Equity and
            Incentive Compensation Plan

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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