UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2015

MaxLinear, Inc.

(Exact name of registrant as specified in its charter)

5966 La Place Court, Suite 100, Carlsbad, California 92008

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (760) 692-0711

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 25, 2015, the Compensation Committee of our Board of Directors (the “Compensation Committee”) made its determinations with respect to the amount of the awards under our Executive Incentive Bonus Plan for the 2014 corporate performance period.

Annual Incentive Program for 2014 Corporate Performance Period

As indicated in footnote (1) to the table set forth under the caption “Annual Incentive Program for 2014 Performance Period” in Amendment No. 1 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2015 (“Form 10-K/A”), awards under our Executive Incentive Bonus Plan for the 2014 corporate performance period (other than with respect to Mr. Brian Sprague) were omitted from this table because the amount of such awards had not been determined at the time of the filing of the Form 10-K/A. Pursuant to Item 5.02(f) of Form 8-K, the amount of the awards under our Executive Incentive Bonus Plan for the 2014 corporate performance period are included in the updated table set forth below:

Summary Compensation Table

As indicated in footnote (1) to the Summary Compensation Table contained in the Form 10-K/A, awards under our Executive Incentive Bonus Plan for the 2014 corporate performance period (other than with respect to Mr. Brian Sprague) were omitted from the Summary Compensation Table for the fiscal year ended December 31, 2014 because the amount of such awards had not been determined at the time of the filing of the Form 10-K/A. We reported all other compensation for our named executive officers for the fiscal year 2014 in the Summary Compensation Table on page 14 of the Form 10-K/A. Pursuant to Item 5.02(f) of Form 8-K, the amount of the awards under our Executive Incentive Bonus Plan for the 2014 corporate performance period and the new total compensation amount, as applicable, are included in the updated Summary Compensation Table set forth below:

Grants of Plan-Based Awards

As indicated in footnote (3) to the Grants of Plan-Based Awards table contained in the Form 10-K/A, certain information relating to awards under our Executive Incentive Bonus Plan for the 2014 corporate performance period (other than with respect to Mr. Brian Sprague) was omitted from the Grants of Plan-Based Awards table because the amount of such awards had not been determined at the time of the filing of the Form 10-K/A. Pursuant to Item 5.02(f) of Form 8-K, the grant date fair value of stock and option awards in respect of the awards under our Executive Incentive Bonus Plan for the 2014 corporate performance period are included in the updated Grants of Plan-Based Awards table set forth below:

Item 8.01. Other Events

The following disclosure updates the similarly captioned section appearing in the Compensation Discussion and Analysis beginning on page 6 of Amendment No.1 to our Annual Report on Form 10-K which we filed with the Securities and Exchange Commission on March 12, 2015.

Annual Incentive Program for 2014 Corporate Performance Period

Our compensation committee periodically reviews our philosophy and practices concerning annual incentive compensation. The committee believes that our continuing focus on revenue generation and achieving specific financial and operating performance metrics supports implementation of an annual incentive program with payouts earned through achievement of identified corporate and individual objectives. Accordingly, our Executive Incentive Bonus Plan establishes, on an annual basis for each executive officer, award targets, corporate objectives, and potential adjustments for various levels of under-performance or over-performance. For fiscal years 2010 and 2011, the first fiscal years following our initial public offering, we adopted an incentive program that provided for the opportunity to earn cash bonuses based on achievement of target objectives. For fiscal 2012, 2013, and 2014, our compensation committee maintained the general structure of the plan but substituted cash awards with fully vested awards of shares of our Class A common stock issued under our 2010 Equity Incentive Plan. The principal purpose of the equity-based bonus plan was to offer a meaningful incentive for achieving both short and long-term financial objectives while preserving cash resources.

On March 26, 2014, our compensation committee approved the structure of our Executive Incentive Bonus Plan for the 2014 corporate performance period. Under the plan, executive officers were eligible to earn bonuses, payable in shares of our Class A common stock based on a target percentage of their base salary, subject to achievement of corporate performance goals, which carried a 90% weighting, and the committee’s discretionary views of the executive’s individual performance, which carried a 10% weighting. Our compensation committee increased the relative weighting for corporate performance to 90% in 2014 from 80% in 2013 to increase the focus on corporate performance as an element of incentive compensation. The number of shares issuable in connection with stock-based bonus awards will be calculated based on the cash amount determined to be payable under the bonus plan and the closing price of shares of our Class A common stock on the issuance date, currently expected to occur in May 2015.

Our compensation committee established the 2014 corporate performance targets as relating to total revenue of $145.0 million, which carried a 40% weighting relative to the executive’s total bonus opportunity, and to gross margin percentage within a 60% to 63% range, which carried a 25% weighting relative to the executive’s bonus opportunity, and to operating expense management, which carried a 25% weighting relative to the total bonus opportunity. In making a determination whether financial targets were

achieved, our compensation committee had the authority to make appropriate adjustments to the targets for the expected effects of any acquisitions or other approved business plan changes made during the fiscal year 2014; to adjust revenue as it determined appropriate to exclude certain non-recurring items under generally accepted accounting principles such as gains or losses on sales of assets; and to adjust our reported operating loss to exclude certain charges from our operating expenses, including stock compensation expense, bonus plan accruals, restructuring and impairment charges, any acquisition related charges, and expenses associated with litigation and an export compliance review. For purposes of determining the portion of awards based on individual performance, the standard was subjective based on the committee’s discretion and views, with input from Dr. Seendripu relating to the performance of executive officers reporting to him.

On March 25, 2015, our compensation committee determined that, with respect to the corporate performance targets, (1) no bonus awards based on revenue were earned; (2) bonus awards based on gross margin percentage were earned at 106% of target; and (3) bonus awards based on operating expense management were earned at 147% of target. The committee also awarded bonuses based on individual performance at between 100% and 150% of target, of which Dr. Seendripu’s bonus was determined to be earned at 100% of target, Mr. Spice’s bonus was determined to be earned at 150% of target, Dr. Ling’s bonus was determined to be earned at 100% of target, Dr. Reddy’s bonus was determined to be earned at 110% of target, and Mr. LaChance’s bonus was determined to be earned at 110% of target. The relatively higher award levels for Mr. Spice, Dr. Reddy, and Mr. LaChance reflected, with respect to Mr. Spice, his individual contribution to our corporate and strategic development initiatives; with respect to Dr. Reddy, his contributions to our product development and engineering activities; and with respect to Mr. LaChance, his contributions to operational management objectives. The actual bonus amounts for each of the executive officers under the Executive Incentive Bonus Plan for the 2014 performance period is set forth above in Item 5.02 of this Form 8-K and as set forth below as well (and the amount of such bonus awards is separated for each named executive officer based on corporate performance targets and individual performance):

Bonus awards are expected to be settled in shares of our Class A common stock in May 2015, with the amount calculated by dividing the cash equivalent bonus award by the closing price of our Class A common stock in trading on the New York Stock Exchange on the settlement date. The number of shares otherwise issuable in connection with the bonus award will be reduced by an amount equal to applicable withholding taxes, which we will remit in cash to applicable governmental authorities.

Annual Incentive Program for 2015 Performance Period

As of the date of filing this Form 8-K, our compensation committee has not approved the structure of, or bonus targets for, our Executive Incentive Bonus Plan for the 2015 corporate performance period. However, we expect that the Executive Incentive Bonus Plan for the 2015 corporate performance period will be structured to take into account two performance periods within the 2015 corporate performance period – (1) a first-half performance period for the period from January 1, 2015 through June 30, 2015, shortly after the expected closing date of the transactions contemplated by the Agreement and Plan of Merger and Reorganization dated as of February 3, 2015 by and among MaxLinear, Entropic Communications, Inc. and MaxLinear’s merger subsidiaries party thereto, for which bonus awards for such

performance period are expected to be based on corporate performance targets based solely on the performance of MaxLinear (and not on a combined basis with Entropic) and individual performance; and (2) a second-half performance period for the period from July 1, 2015 through December 31, 2015, for which bonus awards for such performance period are expected to be based on corporate performance targets based on the combined financial performance of MaxLinear and Entropic and individual performance.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.