InterDigital, Inc. (NASDAQ:IDCC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
2017 Equity Incentive Plan
On April 18, 2017, the Board of Directors (the Board) of
InterDigital, Inc. (the Company) adopted and approved, subject to
shareholder adoption and approval, the Companys 2017 Equity
Incentive Plan (the 2017 Plan). The Companys shareholders adopted
and approved the 2017 Plan at the Company’s Annual Meeting of
Shareholders held on June 14, 2017 (the 2017 Annual Meeting).
InterDigital, Inc. (the Company) adopted and approved, subject to
shareholder adoption and approval, the Companys 2017 Equity
Incentive Plan (the 2017 Plan). The Companys shareholders adopted
and approved the 2017 Plan at the Company’s Annual Meeting of
Shareholders held on June 14, 2017 (the 2017 Annual Meeting).
The 2017 Plan has an indefinite term, and provides for the grant of
stock options, stock appreciation rights, restricted stock,
restricted stock units, performance units, performance shares and
incentive cash bonuses to employees, consultants and non-employee
directors of the Company and to employees and consultants of any
parent, subsidiary or affiliate of the Company, as the 2017 Plan
administrator may determine. 2,400,000 shares of the Company’s
common stock are authorized for issuance to awards under the 2017
Plan. In addition, outstanding awards under the Company’s 2009
Stock Incentive Plan that expire or terminate without being
exercised or that are forfeited or repurchased by the Company will
be added to the shares of common stock available for issuance under
the 2017 Plan up to a maximum of 1,460,461 shares. The 2017 Plan
will be administered by the Compensation Committee of the Board
(the “Compensation Committee”).
stock options, stock appreciation rights, restricted stock,
restricted stock units, performance units, performance shares and
incentive cash bonuses to employees, consultants and non-employee
directors of the Company and to employees and consultants of any
parent, subsidiary or affiliate of the Company, as the 2017 Plan
administrator may determine. 2,400,000 shares of the Company’s
common stock are authorized for issuance to awards under the 2017
Plan. In addition, outstanding awards under the Company’s 2009
Stock Incentive Plan that expire or terminate without being
exercised or that are forfeited or repurchased by the Company will
be added to the shares of common stock available for issuance under
the 2017 Plan up to a maximum of 1,460,461 shares. The 2017 Plan
will be administered by the Compensation Committee of the Board
(the “Compensation Committee”).
The material terms and conditions of the 2017 Plan are described in
the Companys Proxy Statement dated April 28, 2017, filed with the
Securities and Exchange Commission (the “SEC”) on the same date.
The description of the 2017 Plan contained herein is qualified in
its entirety by reference to the full text of the 2017 Plan, a copy
of which is filed as Exhibit 10.1 hereto and is incorporated herein
by reference.
the Companys Proxy Statement dated April 28, 2017, filed with the
Securities and Exchange Commission (the “SEC”) on the same date.
The description of the 2017 Plan contained herein is qualified in
its entirety by reference to the full text of the 2017 Plan, a copy
of which is filed as Exhibit 10.1 hereto and is incorporated herein
by reference.
Grants under the 2017 Plan of time-based and performance-based
restricted stock unit awards to certain participants, including the
Company’s named executive officers, will be made to the forms of
agreement for such awards, which were approved by the Compensation
Committee on March 23, 2017 and are filed as Exhibits 10.2 and 10.3
hereto, respectively, and incorporated herein by reference. Option
awards under the 2017 Plan will be made to the form of agreement
for such awards, which was also approved by the Compensation
Committee on March 23, 2017 and is filed as Exhibit 10.4 hereto and
incorporated herein by reference.
restricted stock unit awards to certain participants, including the
Company’s named executive officers, will be made to the forms of
agreement for such awards, which were approved by the Compensation
Committee on March 23, 2017 and are filed as Exhibits 10.2 and 10.3
hereto, respectively, and incorporated herein by reference. Option
awards under the 2017 Plan will be made to the form of agreement
for such awards, which was also approved by the Compensation
Committee on March 23, 2017 and is filed as Exhibit 10.4 hereto and
incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 14, 2017, the Company held the 2017 Annual Meeting. The
matters voted on at the 2017 Annual Meeting and the voting results
for each matter are set forth below.
matters voted on at the 2017 Annual Meeting and the voting results
for each matter are set forth below.
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(i)
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The following individuals were elected as directors of the
Company to serve a one-year term until the Companys Annual Meeting of Shareholders in 2018 and until his or her successor is elected and qualified as follows: |
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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Jeffrey K. Belk
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21,122,108
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574,040
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307,060
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9,292,915
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Joan H. Gillman
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21,335,148
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331,619
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336,441
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9,292,915
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S. Douglas Hutcheson
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21,089,181
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616,413
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297,614
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9,292,915
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John A. Kritzmacher
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21,073,102
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590,682
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339,424
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9,292,915
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John D. Markley, Jr.
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21,069,594
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592,924
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340,690
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9,292,915
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William J. Merritt
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20,903,753
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1,010,123
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89,332
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9,292,915
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Kai O. istm
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21,062,302
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633,438
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307,468
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9,292,915
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Jean F. Rankin
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21,068,028
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622,426
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312,754
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9,292,915
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Philip P. Trahanas
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21,101,844
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588,631
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312,733
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9,292,915
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(ii)
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Shareholders adopted and approved the 2017 Plan as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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19,482,041
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2,442,276
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78,891
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9,292,915
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(iii)
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>Shareholders passed an advisory resolution to approve the
Companys executive compensation as reported in the Company’s 2017 proxy statement as follows: |
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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20,513,958
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1,410,434
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78,816
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9,292,915
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(iv)
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>Shareholders approved, on advisory basis, a frequency of
“one year” with respect to future advisory votes on executive compensation as follows: |
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One Year
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Two Years
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Three Years
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Abstentions
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Broker Non-Votes
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16,936,165
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253,415
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4,724,468
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89,160
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9,292,915
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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.
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.
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(v)
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Shareholders ratified the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017 as follows: |
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Votes For
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Votes Against
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Abstentions
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30,581,946
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519,258
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194,919
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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*10.1
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InterDigital, Inc. 2017 Equity Incentive Plan (Exhibit
10.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on June 15, 2017 (File No. 333-218755)). |
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10.2
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Form of Agreement for Time-Based Restricted Stock Unit
Awards under 2017 Equity Incentive Plan. |
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10.3
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Form of Agreement for Performance-Based Restricted Stock
Unit Awards under 2017 Equity Incentive Plan. |
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10.4
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Form of Agreement for Option Awards under 2017 Equity
Incentive Plan. |
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*
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Incorporated by reference to the previous filing
indicated. |
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Management contract or compensatory plan or arrangement.
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About InterDigital, Inc. (NASDAQ:IDCC)
InterDigital, Inc. designs and develops technologies for wireless communications. The Company has designed and developed a range of technologies that are used in digital cellular and wireless products and networks, including second generation (2G), third generation (3G), fourth generation (4G) and IEEE 802 related products and networks. The Company’s subsidiaries hold a portfolio of approximately 20,400 patents and patent applications related to a range of technologies, including the fundamental technologies that enable wireless communications. Products integrating its technologies include mobile devices, such as cellular phones, tablets, notebook computers and wireless personal digital assistants; wireless infrastructure equipment, such as base stations, and components, dongles and modules for wireless devices. The Company is focused on approximately two technology areas: cellular wireless technology and Internet of Things (IoT) technology.