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Published: 2021-06-04 16:11:25 ET
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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 2, 2021


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 2, 2021, InterDigital, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). The matters voted on at the 2021 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 2021 and until his or her successor is elected and qualified as follows:

 
Votes For
Votes Against
Abstentions
Broker Non-Votes
Lawrence (Liren) Chen
21,745,384
193,738
39,967
4,847,629
Joan H. Gillman
21,714,164
236,659
28,266
4,847,629
S. Douglas Hutcheson
21,552,953
365,789
60,347
4,847,629
John A. Kritzmacher
21,473,486
464,955
40,648
4,847,629
Pierre-Yves Lesaicherre
21,568,045
369,895
41,149
4,847,629
John D. Markley, Jr.
21,403,607
534,857
40,625
4,847,629
Jean F. Rankin
21,359,616
590,135
29,338
4,847,629


(ii)
Shareholders approved an amendment to the Company’s 2017 Equity Incentive Plan as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
19,612,093
2,316,644
50,352
4,847,629


(iii)
Shareholders passed an advisory resolution to approve the Company’s executive compensation as reported in the Company’s 2021 proxy statement as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
20,930,717
987,055
61,317
4,847,629


(iv)
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 as follows:

Votes For
Votes Against
Abstentions
26,555,167
236,189
35,362

Shareholders interested in submitting a proposal for inclusion in our proxy statement for the Company’s 2022 Annual Meeting of Shareholders or submitting a nomination for the Company’s board of directors should review the instructions set forth in the Company’s 2021 proxy statement.

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/ Richard L. Gulino
 
Richard L. Gulino
 
Chief Legal Officer, General
 
Counsel and Corporate Secretary
   
Date: June 4, 2021