Filing Overview
This Form 8-K reports the results of Xperi Holding Corporation’s 2021 Annual Meeting of Stockholders, held May 14, 2021. The filing was signed May 18, 2021. The request identifies Adeia Inc., but the filing names Xperi Holding Corporation as the registrant.
Business and Financial Context
The filing is limited to shareholder voting matters and does not provide revenue, earnings, cash flow, margins, debt, liquidity, or other operating and financial metrics. It also does not contain financial guidance or an updated business outlook.
Material Actions Approved
- All seven director nominees were elected: Darcy Antonellis, Laura J. Durr, David C. Habiger, Jon Kirchner, Daniel Moloney, Raghavendra Rau, and Christopher A. Seams.
- Named executive officer compensation was approved on an advisory basis.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2021.
Voting Results
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director elections | 70,929,814 to 80,250,490 | 1,437,010 to 10,758,585 | 32,433 to 49,203 | 10,220,370 per nominee |
| Executive compensation advisory vote | 76,713,929 | 4,925,702 | 84,808 | 10,220,370 |
| Auditor ratification | 89,431,684 | 2,483,838 | 29,287 | Not reported |
Guidance, Risks, and Unusual Items
The filing does not provide management commentary, financial guidance, identified contingencies, material risk updates, or unusual financial items. The advisory nature of the executive compensation vote should be noted because it does not constitute a binding compensation decision.
Investor Verification Points
- Confirm the applicable issuer: the filing is for Xperi Holding Corporation, not Adeia Inc.
- Review subsequent filings for any changes to the board, executive compensation practices, or auditor relationship.
- Obtain the company’s periodic financial filings for revenue, profitability, cash flow, debt, liquidity, and outlook information not included here.
- Consider the level of opposition to individual directors, particularly David C. Habiger, who received the highest number of votes against among the nominees.