UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 29, 2020, Xperi Corporation (the “Xperi”) held a Special Meeting of Stockholders (“Special Meeting”). As of the close of business on April 13, 2020, the record date for the Special Meeting, 50,534,650 shares of Xperi’s common stock, par value $0.001 per share, were outstanding and entitled to vote. A total of 42,208,482 shares of common stock were voted in person or by proxy, representing 83.5% of the shares entitled to be voted, which constituted a quorum to conduct business at the Special Meeting. The following are the final voting results on proposals considered and voted upon at the Special Meeting, all of which are described in Xperi’s Proxy Statement filed with the U.S. Securities and Exchange Commission on April 22, 2020.
Each of the proposals was approved by the requisite vote of Xperi’s stockholders.
Proposal 1 — To adopt the Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, as amended on January 31, 2020, by and among Xperi Corporation, TiVo Corporation, a Delaware corporation (“TiVo”), XRAY-TWOLF HoldCo Corporation, a Delaware corporation, XRAY Merger Sub Corporation, a Delaware corporation, and TWOLF Merger Sub Corporation, a Delaware corporation (such agreement is referred to as the “merger agreement” and such proposal, the “Xperi merger proposal”). Xperi’s stockholders approved the Xperi merger proposal.
| For |
Against |
Abstain | ||
| 41,852,623 |
264,601 |
91,258 |
Proposal 2 — To approve the adjournment of the Xperi Corporation special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Xperi merger proposal. Xperi’s stockholders approved an adjournment of the Special Meeting, if necessary, but an adjournment was not necessary in light of adoption of the merger agreement.
| For |
Against |
Abstain | ||
| 39,499,510 |
2,618,613 |
90,359 |
Proposal 3 — To approve, by non-binding, advisory vote, the compensation that may become payable to Xperi’s named executive officers in connection with the consummation of the mergers contemplated by the merger agreement. Xperi’s stockholders approved, by a non-binding advisory vote, the compensation that may become payable to Xperi’s named executive officers in connection with the consummation of the mergers.
| For |
Against |
Abstain | ||
| 41,476,845 |
457,031 |
274,606 |
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 29, 2020 |
Xperi Corporation | |||||
| By: |
/s/ Robert Andersen | |||||
| Name: |
Robert Andersen | |||||
| Title: |
Executive Vice President and Chief Financial Officer | |||||