Synaptics Incorporated filed a DEFA14A with the SEC on November 6, 2026, supplementing its October 19, 2026 Definitive Proxy Statement related to its planned merger with ON Semiconductor Corporation.

Key Highlights

  • Merger agreement: On October 1, 2026, Synaptics entered into an Amended and Restated Agreement and Plan of Merger with ON Semiconductor Corporation and subsidiary Sonic Acquisition Corp., under which Merger Sub will merge with and into Synaptics, leaving Synaptics as a wholly-owned subsidiary of onsemi.
  • Special meeting scheduled: A special meeting of Synaptics stockholders is scheduled for November 17, 2026.
  • Demand letters and lawsuits received: Two lawsuits were filed in the Supreme Court of New York, New York County on October 28, 2026 - Thomas v. Synaptics Incorporated, et al. (Index No. 656132/2026) and Turner v. Synaptics Incorporated, et al. (Index No. 656143/2026) - alleging negligent misrepresentation and concealment claims.
  • Company position: The company stated it "vigorously denies all allegations" and believes "the Supplemental Disclosures contained herein are immaterial," but filed them "solely to moot the claims" without admitting liability.
  • Special committee disclosed: The special committee, consisting of Nelson Chan (chair), Keith Geeslin, and Venkatesh Nathamuni, remains in existence as of November 6, 2026, and its members did not receive any additional compensation for their service.
  • Financial projections added: The supplement provides amended unaudited management projections, including projected Revenue of $1,340 million for FY2027E rising to $2,563 million for FY2032E, and Unlevered Free Cash Flow of $247 million for FY2027E rising to $504 million for FY2032E.

Synaptics Discloses Litigation, Special Committee Compensation, and Revised Projections in Merger Proxy Supplement

Synaptics Incorporated (NASDAQ:SYNA) filed Definitive Additional Materials on November 6, 2026, supplementing its proxy statement related to the proposed merger with ON Semiconductor Corporation. According to the filing, the original Definitive Proxy Statement was filed on October 19, 2026, and mailing to stockholders commenced on or about that date. The merger, as described in the filing, would result in Synaptics surviving as a wholly-owned subsidiary of onsemi following the merger of Sonic Acquisition Corp. into Synaptics.

The filing states that the company received demand letters from purported stockholders alleging that the Definitive Proxy Statement omitted material information about the merger, "rendering the disclosures set forth therein false and misleading in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934." Two lawsuits were also filed on October 28, 2026, in the Supreme Court of New York, New York County. The company disclosed that it "believes that no further disclosure is required to supplement the Definitive Proxy Statement under applicable laws" but provided supplemental disclosures solely to moot the claims without admitting liability or wrongdoing.

Among the supplemental disclosures, the filing clarifies that the special committee formed to oversee the merger review process - comprising Nelson Chan as chair, Keith Geeslin, and Venkatesh Nathamuni - remains in existence as of November 6, 2026, and that its members received no additional compensation for their service. The filing also amends the management projections table, disclosing figures such as projected Non-GAAP Operating Income of $266 million for FY2027E and $673 million for FY2032E, with Unlevered Free Cash Flow ranging from $36 million for 4Q FY2026E to $504 million for FY2032E. The 4Q FY2026E amounts, the filing notes, "reflect estimates as of April 14, 2026, and have not been updated to reflect subsequent actual results."

What Was Disclosed

Synaptics filed supplemental proxy materials disclosing litigation and demand letters from purported stockholders, clarifying special committee composition and compensation details, and providing an amended table of unaudited management financial projections related to the pending onsemi merger.