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Form 8-K InterDigital, Inc. For: Jun 07

June 9, 2023 8:10 AM EDT

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 7, 2023



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
Symbol(s)
 
Name of each exchange
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 7, 2023, InterDigital, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). The matters voted on at the 2023 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 2024 and until his or her successor is elected and qualified as follows:

 
Votes For
Votes Against
Abstentions
Broker Non-Votes
         
Derek Aberle
19,451,060
440,505
35,771
3,182,679
Samir Armaly
19,463,528
430,113
33,695
3,182,679
Lawrence (Liren) Chen
19,617,323
276,357
33,656
3,182,679
Joan H. Gillman
19,428,867
475,898
22,571
3,182,679
S. Douglas Hutcheson
19,389,926
503,924
33,486
3,182,679
John A. Kritzmacher
18,855,753
1,035,995
35,588
3,182,679
Pierre-Yves Lesaicherre
19,621,570
272,079
33,687
3,182,679
John D. Markley, Jr.
17,220,580
2,671,416
35,340
3,182,679
Jean F. Rankin
18,924,648
981,408
21,280
3,182,679

(ii) Shareholders passed an advisory resolution to approve the Company’s executive compensation as reported in the Company’s 2023 proxy statement as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
 
         
19,429,622
452,578
45,136
3,182,679
 


(iii)
Shareholders voted on the advisory resolution of the frequency of future advisory votes on executive compensation as follows:

One Year
Two Years
Three Years
Abstentions
Broker Non-Votes
         
18,271,528
95,247
1,504,594
55,967
3,182,679


Based on these results, and consistent with the Board's recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation every year until the next advisory vote on the frequency of future advisory votes on executive compensation.


(iv)
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 as follows:

Votes For
Votes Against
Abstentions
     
22,818,784
256,104
35,127


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/ Joshua D. Schmidt
 
 
Joshua D. Schmidt
 
Chief Legal Officer and Corporate Secretary
   
Date: June 9, 2023
 
 


ATTACHMENTS / EXHIBITS

XBRL TAXONOMY EXTENSION SCHEMA

XBRL TAXONOMY EXTENSION LABEL LINKBASE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

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IDEA: brhc20054218_8k_htm.xml

IDEA: Financial_Report.xlsx

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