UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): February 1, 2018
XPERI CORPORATION
(Exact name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 001-37956 | | 81-4465732 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
3025 Orchard Parkway
San Jose, California 95134
(Address of Principal Executive Offices, including Zip Code)
(408)321-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 1, 2018, the Board of Directors (the “Board”) of Xperi Corporation (the “Company”) appointed V. Sue Molina as a director of the Company. Ms. Molina will assume her new role on February 7, 2018. Ms. Molina will receive the compensation the Company provides tonon-employee directors, which is described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 15, 2017. The Company will enter into an indemnification agreement with Ms. Molina in the form attached as Exhibit 10.1 to the Company’s Current Report on Form8-K filed on December 7, 2016.
(e) On February 1, 2018, the Compensation Committee of the Board of Directors of Xperi Corporation (the “Company”) approved the following changes, effective March 1, 2018, to the annual base salary and incentive cash bonus target of its executive officers indicated below:
| | | | | | | | | | |
Name | | Title | | Annual Base Salary | | | Incentive Cash Bonus
Target under 2017
Performance Bonus Plan | |
Robert Andersen | | Executive Vice President and Chief Financial Officer | | $ | 365,000 | | | | 75 | %* |
Geir Skaaden | | Chief Products and Services Officer | | $ | 360,000 | | | | 65 | % |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 1, 2018, the Board approved an amendment to the Company’s Amended and Restated Bylaws, as amended, to increase the size of the Board from seven (7) persons to eight (8) persons.
The preceding discussion of the Company’s amendment to its Amended and Restated Bylaws is qualified by the text of the amendment, which is filed as Exhibit 3.1 to this Current Report on Form8-K and incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure |
On February 7, 2018, the Company issued a press release announcing Ms. Molina’s appointment as a member of the Board, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form8-K and incorporated by reference herein.
The information contained in Item 7.01 of this Current Report on Form8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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: February 7, 2018
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| | XPERI CORPORATION |
| |
| By: | | /s/ Robert Andersen |
| Name: | | Robert Andersen |
| Title: | | Executive Vice President and Chief Financial Officer |
