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): May 3, 2019
XPERI CORPORATION
(Exact name of Registrant as Specified in its Charter)
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Delaware |
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001-37956 |
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81-4465732 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock |
XPER |
Nasdaq Global Select Market |
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 3, 2019, the Company’s stockholders approved the Second Amended and Restated International Employee Stock Purchase Plan (the “Restated IESPP”). The terms of the Restated IESPP are described in the Company’s Definitive Proxy Statement, filed on March 20, 2019 (the “Definitive Proxy Statement”).
The discussion of the terms of the Restated IESPP is qualified by the text of the Restated IESPP, which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.
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Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders on May 3, 2019 in Westlake Village, California. All director nominees named in the Definitive Proxy Statement were reelected. 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:
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Director Nominee |
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Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
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Darcy Antonellis |
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40,438,194 |
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127,645 |
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25,256 |
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4,668,252 |
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David C. Habiger |
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30,075,770 |
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10,486,284 |
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29,041 |
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4,668,252 |
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Richard S. Hill |
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26,410,453 |
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14,092,438 |
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88,204 |
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4,668,252 |
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Jon Kirchner |
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40,425,648 |
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137,466 |
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27,981 |
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4,668,252 |
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V. Sue Molina |
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40,138,519 |
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425,295 |
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27,281 |
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4,668,252 |
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George A. Riedel |
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40,113,496 |
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450,178 |
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27,421 |
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4,668,252 |
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Christopher A. Seams |
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38,361,902 |
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2,199,951 |
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29,242 |
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4,668,252 |
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Proposal 2
To approve the Xperi Corporation Second Amended and Restated International Employee Stock Purchase Plan:
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Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
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40,413,656 |
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118,595 |
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58,844 |
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4,668,252 |
Proposal 3
To hold an advisory vote on executive compensation:
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Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
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15,418,264 |
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22,375,336 |
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2,797,495 |
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4,668,252 |
To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accountants of the Company for its year ending December 31, 2019:
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Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
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44,549,120 |
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641,160 |
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69,067 |
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0 |
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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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.
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Date: May 9, 2019 |
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Xperi corporation |
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By: |
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/s/ Robert Andersen |
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Name: |
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Robert Andersen |
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Title: |
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Executive Vice President and Chief Financial Officer |