Adeia (NASDAQ: ADEA) holders back directors, equity plan and PwC in 2026 vote

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Adeia Inc. reported the results of its 2026 annual stockholder meeting held on May 7, 2026. Stockholders elected seven directors to the board, with each nominee receiving over 95 million votes in favor and substantial support relative to votes cast against or abstaining.

Stockholders approved an advisory vote on named executive officer compensation, with 94,464,253 votes for, 1,774,851 against, and 40,712 abstentions. They also approved an amendment to the Amended and Restated 2020 Equity Incentive Plan to increase the shares reserved for issuance by an additional 10,700,000 shares of common stock, supported by 92,842,214 votes for and 3,399,879 against.

In addition, stockholders ratified the appointment of PricewaterhouseCoopers LLP as Adeia’s independent registered public accounting firm for the year ending December 31, 2026, with 102,595,650 votes for, 1,942,187 against, and 23,328 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 10,700,000 shares Say-on-pay for votes: 94,464,253 votes Equity plan amendment for votes: 92,842,214 votes +2 more

5 metrics

Equity plan share increase 10,700,000 shares Additional shares reserved under Amended and Restated 2020 Equity Incentive Plan

Say-on-pay for votes 94,464,253 votes Advisory approval of named executive officer compensation

Equity plan amendment for votes 92,842,214 votes Approval of amendment to 2020 Equity Incentive Plan

Auditor ratification for votes 102,595,650 votes Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Director example for votes 96,135,328 votes For votes for director nominee Paul E. Davis

Key Terms

advisory vote, Amended and Restated 2020 Equity Incentive Plan, broker non-vote, independent registered public accounting firm

4 terms

advisory vote regulatory

"to hold an advisory vote to approve the compensation of our named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Amended and Restated 2020 Equity Incentive Plan financial

"to approve an amendment to the Amended and Restated 2020 Equity Incentive Plan"

broker non-vote regulatory

"Broker Non-Vote 94,464,253 | 1,774,851 | 40,712 | 8,281,349"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

independent registered public accounting firm regulatory

"to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

What did Adeia (ADEA) stockholders approve at the 2026 annual meeting?

Adeia stockholders approved all four proposals, including electing seven directors, an advisory vote on executive compensation, expanding the 2020 Equity Incentive Plan, and ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, each with strong majority support in the vote tallies.

How did Adeia (ADEA) vote on executive compensation in 2026?

Stockholders approved Adeia’s named executive officer compensation on an advisory basis. The proposal received 94,464,253 votes for, 1,774,851 against, and 40,712 abstentions, with 8,281,349 broker non-votes, indicating broad but not unanimous support for the company’s pay practices.

What change was made to Adeia’s 2020 Equity Incentive Plan?

Stockholders approved an amendment to Adeia’s Amended and Restated 2020 Equity Incentive Plan to increase the number of shares reserved for issuance by an additional 10,700,000 shares of common stock, with 92,842,214 votes for, 3,399,879 against, and 37,723 abstentions at the 2026 meeting.

Who was elected to Adeia’s Board of Directors in 2026?

Seven directors were elected: Paul E. Davis, V. Sue Molina, Daniel Moloney, Tonia O’Connor, Adam Rymer, Phylis Turner-Brim, and Sandeep Vij. Each received more than 95 million votes for and will serve until the next annual meeting or until successors are duly elected and qualified.

Which accounting firm did Adeia (ADEA) stockholders ratify for 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Adeia’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 102,595,650 votes for, 1,942,187 against, and 23,328 abstentions, reflecting strong support for retaining the firm.

How strong was support for Adeia’s amended equity plan at the 2026 meeting?

Support was solid but not unanimous. The amendment to increase the 2020 Equity Incentive Plan reserve by 10,700,000 shares received 92,842,214 votes for, 3,399,879 against, 37,723 abstentions, and 8,281,349 broker non-votes, indicating clear majority approval among votes cast.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 7, 2026

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting of Stockholders of Adeia Inc. (the “Company”) held on May 7, 2026, the following proposals were approved by the stockholders of the Company: (i) to elect seven (7) members of the Board of Directors to hold office until the next annual meeting or until their successors are duly elected and qualified; (ii) to hold an advisory vote to approve the compensation of our named executive officers as described in this proxy statement; (iii) to approve an amendment to the Amended and Restated 2020 Equity Incentive Plan to increase the number of shares reserved for issuance by an additional 10,700,000 shares of common stock; and (iv) to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026, each by the votes set forth below:

Proposal 1 – Election of Directors:


Name of Director	For	Against	Abstain	Broker Non-Vote
Paul E. Davis	96,135,328	118,425	26,063	8,281,349
V. Sue Molina	95,802,114	427,828	49,874	8,281,349
Daniel Moloney	95,409,283	843,983	26,550	8,281,349
Tonia O'Connor	95,500,991	736,669	42,156	8,281,349
Adam Rymer	96,171,570	82,242	26,004	8,281,349
Phylis Turner-Brim	95,491,799	762,118	25,899	8,281,349
Sandeep Vij	95,667,363	570,749	41,704	8,281,349

Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation:


For	Against	Abstain	Broker Non-Vote
94,464,253	1,774,851	40,712	8,281,349

Proposal 3 – Approval of an Amendment to the Amended and Restated 2020 Equity Incentive Plan


For	Against	Abstain	Broker Non-Vote
92,842,214	3,399,879	37,723	8,281,349

Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm:


For	Against	Abstain
102,595,650	1,942,187	23,328

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.


Date: May 8, 2026	ADEIA INC.

	By:	/s/ Keith A. Jones
	Name:	Keith A. Jones

	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document