UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 9, 2024
ADEIA INC.
(Exact name of Registrant as Specified in its Charter)
| | | | |
Delaware |
| 001-39304 |
| 84-4734590 |
(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) 473-2500
(Registrant’s telephone number, including area code)
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 $0.001 per share) | ADEA | Nasdaq Global Select Market |
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 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. ☐
EXPLANATORY NOTE
On May 9, 2024, Adeia Inc. (the “Company”) filed a current report on Form 8-K, reporting the results of the matters submitted to a vote of the Company’s stockholders at its 2024 Annual Meeting of Stockholders held on May 9, 2024 (the “Annual Meeting”). The Company has been advised by its independent Inspector of Election that the previous vote totals provided were incorrect, and the Inspector of Election has provided corrected results as presented below. The errors do not change the outcome of the stockholder votes on any of the matters presented at the Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2024 Annual Meeting of Stockholders of Adeia Inc. (the “Company”) held on May 9, 2024, the following proposals were approved by the stockholders of the Company: (i) the election of seven (7) nominees listed in the proxy statement to serve on the Board of Directors of the Company; (ii) the compensation of named executive officers of the Company as disclosed in the proxy statement, on an advisory (non-binding) basis; (iii) the approval of the Amended and Restated 2020 Equity Incentive Plan; and (iv) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, each by the votes set forth below:
Proposal 1 – Election of Directors:
| | | | |
Name of Director | For | Against | Abstain | Broker Non-Vote |
Paul E. Davis | 92,992,104 | 503,497 | 39,803 | 8,151,277 |
V. Sue Molina | 92,895,482 | 606,310 | 33,612 | 8,151,277 |
Daniel Moloney | 92,735,204 | 762,510 | 37,690 | 8,151,277 |
Tonia O’Connor | 88,550,573 | 4,948,219 | 36,612 | 8,151,277 |
Raghavendra Rau | 88,556,846 | 4,943,953 | 34,605 | 8,151,277 |
Adam Rymer | 89,617,959 | 3,880,740 | 36,705 | 8,151,277 |
Phyllis Turner-Brim | 92,382,308 | 1,117,781 | 35,315 | 8,151,277 |
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation:
| | | |
For | Against | Abstain | Broker Non-Vote |
91,305,094 | 2,161,984 | 68,326 | 8,151,277 |
Proposal 3 – Approval of an Amended and Restated 2020 Equity Incentive Plan:
| | | |
For | Against | Abstain | Broker Non-Vote |
88,021,511 | 5,456,030 | 57,863 | 8,151,277 |
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm:
| | |
For | Against | Abstain |
99,441,058 | 2,211,277 | 34,346 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | |
Exhibit No. | | Description |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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Date: May 14, 2024 | |
| ADEIA INC. |
| | | | | |
| |
| By: |
| /s/ Keith A. Jones |
| |
| Name: |
| Keith A. Jones |
| | | | | |
| |
| Title: |
| Chief Financial Officer |
