Form 8-K

 

 

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): April 27, 2018

 

 

XPERI CORPORATION

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-37956   81-4465732

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

3025 Orchard Parkway

San Jose, California 95134

(Address of Principal Executive Offices, including Zip Code)

(408) 321-6000

(Registrant’s telephone number, including area code)

 

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

 

 


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

On April 27, 2018, the Company’s stockholders approved the Seventh Amended and Restated 2003 Equity Incentive Plan (the “Restated Plan”), as amended by the First Amendment thereto (the “First Amendment”). The terms of the Restated Plan and the First Amendment are described in the Company’s Definitive Proxy Statement, filed on March 14, 2018, and its Proxy Statement Supplement, filed on April 18, 2018, respectively.

On April 27, 2018, the Company’s stockholders approved the Amended and Restated 2003 Employee Stock Purchase Plan (the “Restated ESPP”). The terms of the Restated ESPP are described in the Company’s Definitive Proxy Statement, filed on March 14, 2018.

The discussion of the terms of the Restated Plan, the First Amendment, and the Restated ESPP is qualified by the text of the Restated Plan, the First Amendment, and the Restated ESPP, which are incorporated by reference as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 27, 2018, the Board approved an amendment to the Company’s Amended and Restated Bylaws, as amended, to decrease the size of the Board from eight (8) persons to seven (7) persons, effective immediately prior to the election of directors at the Company’s 2018 Annual Meeting of Stockholders on April 27, 2018.

The preceding discussion of the Company’s amendment to its Amended and Restated Bylaws is qualified by the text of the amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

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

The Company held its Annual Meeting of Stockholders on April 27, 2018 in Westlake Village, California. The results of the matters voted on by the stockholders are set forth immediately below.

Proposal 1

To elect seven (7) members of the Board to hold office until the next annual meeting or until their successors are duly elected and qualified:

 

Director Nominee

   Votes For    Votes Against    Votes Abstaining    Broker Non-Votes

John Chenault

   41,872,507    295,390    76,570    3,629,744

David C. Habiger

   40,047,395    2,2120,771    76,301    3,629,744

Richard S. Hill

   40,774,039    1,394,631    75,797    3,629,744

Jon Kirchner

   42,024,445    144,262    75,760    3,629,744

V. Sue Molina

   42,024,849    143,799    75,819    3,629,744

George A. Riedel

   41,656,354    512,319    75,794    3,629,744

Christopher A. Seams

   41,799,914    368,530    76,023    3,629,744

Proposal 2

To approve the Xperi Corporation Seventh Amended and Restated 2003 Equity Incentive Plan, as amended by the First Amendment thereto:

 

    Votes For    

  

Votes Against

  

Votes Abstaining

  

Broker  Non-Votes

39,436,078

   2,710,632    97,757    3,629,744


Proposal 3

To approve the Xperi Corporation Amended and Restated 2003 Employee Stock Purchase Plan:

 

    Votes For    

  

Votes Against

  

Votes Abstaining

  

Broker  Non-Votes

41,674,098

   541,017    29,352    3,629,744

Proposal 4

To hold an advisory vote on executive compensation:

 

    Votes For    

  

Votes Against

  

Votes Abstaining

  

Broker  Non-Votes

31,286,445

   10,724,423    233,599    3,629,744

Proposal 5

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accountants of the Company for its year ending December 31, 2018:

 

    Votes For    

  

Votes Against

  

Votes Abstaining

  

Broker  Non-Votes

45,233,699

   567,530    73,012    0

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

  

Description

  3.1    Amendment to the Amended and Restated Bylaws, effective as of April 27, 2018
10.1    Seventh Amended and Restated 2003 Equity Incentive Plan (filed as Appendix A to the Registrant’s Definitive Proxy Statement, filed March 14, 2018, and incorporated herein by reference)
10.2    First Amendment to the Seventh Amended and Restated 2003 Equity Incentive Plan (filed as Appendix A to the Registrant’s Supplement to Proxy Statement, filed April 18, 2018, and incorporated herein by reference)
10.3    Amended and Restated 2003 Employee Stock Purchase Plan (filed as Appendix B to the Registrant’s Definitive Proxy Statement, filed March 14, 2018, and incorporated herein by reference)


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.

 

Date: May 3, 2018     XPERI CORPORATION
    By:   /s/ Robert Andersen
    Name:   Robert Andersen
    Title:   Executive Vice President and Chief Financial Officer
EX-3.1

Exhibit 3.1

AMENDMENT TO XPERI CORPORATION

AMENDED AND RESTATED BYLAWS

Dated: April 27, 2018

Pursuant to the resolutions duly adopted by the Board of Directors of Xperi Corporation, a Delaware corporation (the “Company”), effective immediately prior to the election of directors at the Company’s 2018 Annual Meeting of Stockholders on April 27, 2018, the Amended and Restated Bylaws of Xperi Corporation (formerly known as Tessera Holding Corporation), as amended and restated December 1, 2016 (the “Bylaws”), and as further amended December 6, 2016, April 27, 2017, and February 1, 2018, are amended as follows:

Section 3.2 of the Bylaws is hereby amended to read in its entirety as follows:

3.2 NUMBER OF DIRECTORS

 

Until changed by a proper amendment to this Section 3.2, the authorized number of directors shall be seven (7).

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.