8-K
InterDigital, Inc. (IDCC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 2, 2021
INTERDIGITAL, INC.
(Exact name of Registrant as Specified in Charter)
| Pennsylvania | 1-33579 | 82-4936666 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
200 Bellevue Parkway, Suite 300
Wilmington, DE 19809-3727
(Address of principal executive offices, Zip code)
302-281-3600
Registrant's telephone number, including area code
Not Applicable
Former Name or Former Address, if Changed Since Last Report
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:
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | IDCC | NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 June 2, 2021, InterDigital, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). The matters voted on at the 2021 Annual Meeting and the voting results for each matter are set forth below.
| (i) | The following individuals were elected as directors of the Company to serve a one-year term until the Company’s annual meeting of shareholders in 2021 and until his or her successor is<br> elected and qualified as follows: | |||
|---|---|---|---|---|
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| --- | --- | --- | --- | --- |
| Lawrence (Liren) Chen | 21,745,384 | 193,738 | 39,967 | 4,847,629 |
| Joan H. Gillman | 21,714,164 | 236,659 | 28,266 | 4,847,629 |
| S. Douglas Hutcheson | 21,552,953 | 365,789 | 60,347 | 4,847,629 |
| John A. Kritzmacher | 21,473,486 | 464,955 | 40,648 | 4,847,629 |
| Pierre-Yves Lesaicherre | 21,568,045 | 369,895 | 41,149 | 4,847,629 |
| John D. Markley, Jr. | 21,403,607 | 534,857 | 40,625 | 4,847,629 |
| Jean F. Rankin | 21,359,616 | 590,135 | 29,338 | 4,847,629 |
| (ii) | Shareholders approved an amendment to the Company’s 2017 Equity Incentive Plan as follows: | |||
| --- | --- | |||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 19,612,093 | 2,316,644 | 50,352 | 4,847,629 | |
| (iii) | Shareholders passed an advisory resolution to approve the Company’s executive compensation as reported in the Company’s 2021 proxy statement as follows: | |||
| --- | --- | |||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 20,930,717 | 987,055 | 61,317 | 4,847,629 | |
| (iv) | Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 as follows: | |||
| --- | --- | |||
| Votes For | Votes Against | Abstentions | ||
| --- | --- | --- | ||
| 26,555,167 | 236,189 | 35,362 |
Shareholders interested in submitting a proposal for inclusion in our proxy statement for the Company’s 2022 Annual Meeting of Shareholders or submitting a nomination for the Company’s board of directors should review the instructions set forth in the Company’s 2021 proxy statement.
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.
| INTERDIGITAL, INC. | |
|---|---|
| By: /s/ Richard L. Gulino | |
| Richard L. Gulino | |
| Chief Legal Officer, General | |
| Counsel and Corporate Secretary | |
| Date: June 4, 2021 |