InterDigital Inc.

06/15/2026 | Press release | Distributed by Public on 06/15/2026 06:52

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting of Shareholders of InterDigital, Inc. (the "Company") held on June 10, 2026 (the "2026 Annual Meeting"), following the approval and recommendation of the Board, the Company's shareholders approved a proposed amendment to the Company's Amended and Restated Bylaws (the "Bylaws"), to provide for exculpation of the Company's officers pursuant to Section 1735 of the Pennsylvania Business Corporation Law. Such amendment is further described in the Company's definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 30, 2026, under the heading "Approval of Bylaws Amendment to Allow for Officer Exculpation as Permitted by Pennsylvania Law."
The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the further amended and restated Bylaws filed herewith as Exhibit 3.1 and incorporated herein by reference. A marked copy illustrating the changes made to the Bylaws is filed herewith as Exhibit 3.2.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The matters voted on at the 2026 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 2027 and until his or her successor is elected and qualified as follows:
NAME FOR AGAINST ABSTAIN BROKER NON-VOTE
Derek Aberle 20,584,219 35,774 35,293 2,651,275
Samir Armaly 20,285,376 334,632 35,278 2,651,275
Lawrence (Liren) Chen 20,533,064 87,303 34,919 2,651,275
Joan H. Gillman 20,096,361 530,268 28,657 2,651,275
S. Douglas Hutcheson 20,306,251 313,156 35,879 2,651,275
John A. Kritzmacher 19,950,795 669,291 35,200 2,651,275
John D. Markley, Jr. 18,864,477 1,755,864 34,945 2,651,275
Jean F. Rankin 20,139,753 490,717 24,816 2,651,275
(ii)Shareholders voted on the approval of the Bylaws amendment to allow for officer exculpation as permitted by Pennsylvania law.
FOR AGAINST ABSTAIN BROKER NON-VOTE
19,145,023 1,445,959 64,304 2,651,275
(iii)Shareholders passed an advisory resolution to approve the Company's executive compensation as reported in the Company's 2026 proxy statement as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTE
20,270,545 311,323 73,418 2,651,275
(iv)Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 as follows:
FOR AGAINST ABSTAIN
22,881,516 385,450 39,595
InterDigital Inc. published this content on June 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 15, 2026 at 12:52 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]