InterDigital (IDCC) investors approve officer exculpation, elect board and ratify PwC

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

InterDigital, Inc. reported results from its 2026 annual shareholder meeting and a change to its bylaws. Shareholders approved an amendment to the company’s Amended and Restated Bylaws to provide for officer exculpation under Section 1735 of the Pennsylvania Business Corporation Law, with 19,145,023 votes for, 1,445,959 against and 64,304 abstentions, plus 2,651,275 broker non-votes.

All eight director nominees were elected to one-year terms, with for votes generally around 20 million for each nominee. Shareholders also approved, on an advisory basis, the company’s executive compensation with 20,270,545 votes for, 311,323 against and 73,418 abstentions, and ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026 with 22,881,516 votes for, 385,450 against and 39,595 abstentions.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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, and exhibit attachments filed with this report.

Key Figures

Officer exculpation bylaw vote - For: 19,145,023 votes Officer exculpation bylaw vote - Against: 1,445,959 votes Say-on-pay For votes: 20,270,545 votes +4 more

7 metrics

Officer exculpation bylaw vote - For 19,145,023 votes Bylaws amendment to allow officer exculpation

Officer exculpation bylaw vote - Against 1,445,959 votes Bylaws amendment to allow officer exculpation

Say-on-pay For votes 20,270,545 votes Advisory approval of executive compensation

Say-on-pay Against votes 311,323 votes Advisory approval of executive compensation

Auditor ratification For votes 22,881,516 votes Ratification of PwC as 2026 auditor

Director votes example 20,584,219 votes For votes for director Derek Aberle

Broker non-votes on key items 2,651,275 shares Broker non-votes on multiple meeting proposals

Key Terms

officer exculpation, Pennsylvania Business Corporation Law, broker non-vote, advisory resolution, +1 more

5 terms

officer exculpation regulatory

"to provide for exculpation of the Company’s officers pursuant to Section 1735"

A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.

Pennsylvania Business Corporation Law regulatory

"pursuant to Section 1735 of the Pennsylvania Business Corporation Law"

broker non-vote financial

"BROKER NON-VOTE 2,651,275"

advisory resolution regulatory

"Shareholders passed an advisory resolution to approve the Company’s executive compensation"

An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s 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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/15/2026 - 08:48 AM

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 10, 2026

______________

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 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 5.03. 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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


3.1			Amended and Restated Bylaws of InterDigital Inc., dated as of June 10, 2026
3.2			Marked changes to Amended and Restated Bylaws of InterDigital Inc.
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.


INTERDIGITAL, INC.


By: /s/ Joshua D. Schmidt
Joshua D. Schmidt
Chief Legal Officer and
Corporate Secretary

Date: June 15, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What bylaw change did InterDigital (IDCC) shareholders approve at the 2026 annual meeting?

Shareholders approved an amendment to InterDigital’s bylaws to provide for officer exculpation under Section 1735 of the Pennsylvania Business Corporation Law, aligning governance protections for officers with what Pennsylvania law permits.

Which directors were elected at InterDigital (IDCC) 2026 annual shareholder meeting?

Eight directors were elected for one-year terms: Derek Aberle, Samir Armaly, Lawrence (Liren) Chen, Joan H. Gillman, S. Douglas Hutcheson, John A. Kritzmacher, John D. Markley, Jr., and Jean F. Rankin, each receiving around 18.9–20.6 million votes in favor.

How did InterDigital (IDCC) shareholders vote on officer exculpation in 2026?

The bylaw amendment for officer exculpation received 19,145,023 votes for, 1,445,959 against and 64,304 abstentions, with 2,651,275 broker non-votes. This indicates clear shareholder approval of the officer exculpation provision permitted by Pennsylvania law.

Did InterDigital (IDCC) shareholders approve executive compensation in 2026 say-on-pay vote?

Yes. Shareholders passed the advisory resolution on executive compensation with 20,270,545 votes for, 311,323 against and 73,418 abstentions, plus 2,651,275 broker non-votes, indicating broad support for the pay programs described in the 2026 proxy statement.

Which audit firm did InterDigital (IDCC) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as InterDigital’s independent registered public accounting firm for the year ending December 31, 2026, with 22,881,516 votes for, 385,450 against and 39,595 abstentions, confirming continued engagement of the same audit firm.

Were there significant broker non-votes at InterDigital (IDCC) 2026 annual meeting?

Yes. Several items, including director elections, officer exculpation and the advisory say-on-pay vote, showed 2,651,275 broker non-votes, reflecting shares present but not voting on those specific non-routine matters.

Filing Exhibits & Attachments

5 documents