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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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.) |
(Address of Principal Executive Offices, including Zip Code)
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(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:
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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)) |
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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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. ☐
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Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the 2022 Annual Meeting of Stockholders of Xperi Holding Corporation (the “Company”) held on April 29, 2022, the following proposals were approved by the stockholders of the Company: (i) the election of eight (8) nominees listed in the proxy statement to serve on the Board of Directors of the Company; (ii) an amendment to the Company’s 2020 Equity Incentive Plan to increase to increase the number of shares reserved for issuance by an additional 8,800,000 shares of common stock; (iii) an amendment to the Company’s 2020 Employee Stock Purchase Plan to increase the number of shares reserved for issuance by an additional 6,000,000 shares of common stock; (iv) the compensation of named executive officers of the Company as disclosed in the proxy statement, on an advisory basis; and (v) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, each by the votes set forth below:
Proposal 1: Election of Directors:
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Name of Director |
For |
Against |
Abstain |
Broker Non-Votes |
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Darcy Antonellis |
82,478,025 |
3,370,423 |
46,131 |
10,536,337 |
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Laura J. Durr |
82,700,225 |
3,151,869 |
42,485 |
10,536,337 |
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David C. Habiger |
81,985,757 |
3,865,159 |
43,663 |
10,536,337 |
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Jon Kirchner |
83,425,513 |
2,416,612 |
52,454 |
10,536,337 |
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Daniel Moloney |
82,602,954 |
3,246,575 |
45,050 |
10,536,337 |
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Tonia O’Connor |
84,060,782 |
1,784,923 |
48,874 |
10,536,337 |
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Raghavendra Rau |
82,701,384 |
3,142,785 |
50,410 |
10,536,337 |
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Christopher A. Seams |
81,655,214 |
4,188,609 |
50,756 |
10,536,337 |
Proposal 2: Approval to amend the Company’s 2020 Equity Incentive Plan:
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For |
Against |
Abstain |
Broker Non-Votes |
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79,607,308 |
6,203,838 |
83,433 |
10,536,337 |
Proposal 3: Approval to amend the Company’s 2020 Employee Stock Purchase Plan:
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For |
Against |
Abstain |
Broker Non-Votes |
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82,883,811 |
2,939,739 |
71,029 |
10,536,337 |
Proposal 4: Approval, on an advisory basis, of the compensation of named executive officers as disclosed in the proxy statement:
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For |
Against |
Abstain |
Broker Non-Votes |
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65,031,170 |
20,803,298 |
60,111 |
10,536,337 |
Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm:
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For |
Against |
Abstain |
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94,613,343 |
1,751,621 |
65,952 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description of Document |
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104 |
Cover Page Interactive Data File – the cover page XBRL tags are embedded within Inline XBRL document |
SIGNATURE
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 2, 2022 |
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Xperi HOLDING 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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Chief Financial Officer |