indie Semiconductor expands equity plan, elects directors

indie Semiconductor, Inc. held its 2026 annual stockholder meeting and obtained approval to amend its 2021 Omnibus Equity Incentive Plan, increasing the Class A common stock available for equity awards by 17,000,000 shares.

Rhea-AI Filing Summary

indie Semiconductor, Inc. held its 2026 annual stockholder meeting and obtained approval to amend its 2021 Omnibus Equity Incentive Plan, increasing the Class A common stock available for equity awards by 17,000,000 shares. Stockholders also elected three Class II directors to terms ending at the 2029 annual meeting.

Investors approved, on an advisory basis, the compensation of the company’s named executive officers. They further ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. All proposals received substantial support based on the reported vote totals.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Key Figures

Equity plan share increase: 17,000,000 shares Director election votes (Neumann - For): 131,895,755 votes Say-on-pay support: 124,667,081 votes for +4 more

7 metrics

Equity plan share increase 17,000,000 shares Additional Class A common stock reserved under 2021 Plan

Director election votes (Neumann - For) 131,895,755 votes For Karl-Thomas Neumann as Class II director

Say-on-pay support 124,667,081 votes for Advisory approval of named executive officer compensation

Equity plan amendment support 101,988,508 votes for Increase of 17,000,000 shares under 2021 Plan

Auditor ratification votes (For) 161,511,420 votes Ratification of KPMG LLP as 2026 auditor

Auditor ratification opposition 542,620 votes against KPMG LLP ratification proposal

Broker non-votes on equity plan 29,067,300 shares Broker non-votes on 2021 Plan amendment proposal

Key Terms

2021 Omnibus Equity Incentive Plan, broker non-votes, named executive officers’ compensation, independent registered public accounting firm, +1 more

5 terms

2021 Omnibus Equity Incentive Plan financial

"approved amending the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”)"

broker non-votes financial

"Broker Non-Votes | ---------------------------------------------------------------- | 124,667,081"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officers’ compensation financial

"voted, on an advisory basis, to approve the named executive officers’ compensation"

independent registered public accounting firm financial

"ratified the appointment of KPMG 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.

emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did indie Semiconductor (INDI) stockholders approve at the 2026 annual meeting?

Stockholders approved an amendment to the 2021 Omnibus Equity Incentive Plan adding 17,000,000 Class A shares for awards and ratified KPMG LLP as auditor for 2026. They also supported executive pay on an advisory basis and elected three Class II directors.

How many additional shares did indie Semiconductor (INDI) add to its 2021 equity plan?

The amendment to the 2021 Omnibus Equity Incentive Plan increased the Class A common stock available for award grants by 17,000,000 shares. This expands the pool the company can use for stock-based compensation and other equity incentives under the plan.

Which directors were elected at indie Semiconductor (INDI)’s 2026 annual meeting?

Stockholders elected Diane Biagianti, Diane Brink and Karl-Thomas Neumann as Class II directors. Each will serve a term expiring at the 2029 annual stockholder meeting and continue until a successor is elected and qualified, based on the disclosed vote results.

How did indie Semiconductor (INDI) stockholders vote on executive compensation?

Stockholders approved, on an advisory basis, the compensation of named executive officers, with 124,667,081 votes for, 7,794,278 against and 1,520,448 abstentions. There were also 29,067,298 broker non-votes reported for this non-binding say-on-pay proposal at the meeting.

Who is indie Semiconductor (INDI)’s independent auditor for fiscal year 2026?

KPMG LLP was ratified as indie Semiconductor’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 161,511,420 votes for, 542,620 against and 995,065 abstentions, with no broker non-votes reported on this proposal.

What were the vote totals for indie Semiconductor (INDI)’s equity plan amendment?

The amendment to increase shares under the 2021 Plan by 17,000,000 received 101,988,508 votes for, 29,239,290 against and 2,754,007 abstentions. The proposal also recorded 29,067,300 broker non-votes, reflecting shares present but not voted on this specific item.

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

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Accepted by SEC EDGAR 05/29/2026 - 04:21 PM Learn about SEC filing dates

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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 28, 2026

indie Semiconductor, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40481	88-1735159
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
32 Journey
Aliso Viejo, California				92656
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 608-0854

(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
Class A common stock, par value $0.0001 per share		INDI		The 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of indie Semiconductor, Inc. (the “Company”) previously approved amending the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), subject to stockholder approval. As disclosed in Item 5.07 of this Form 8-K, at the Company’s 2026 annual meeting of stockholders held on May 28, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the 2021 Plan to increase the number of shares of the Company’s Class A common stock available for award grants under the 2021 Plan by 17,000,000 shares.

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

At the Annual Meeting, the Company’s stockholders voted on four (4) proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 17, 2026 (“Proxy Statement”). The voting results for each of these proposals are detailed below.

(i)The stockholders elected each of the following three directors to serve as Class II directors of the Board for a term expiring at the 2029 annual meeting of stockholders and until their respective successors are elected and qualified, by the vote set forth below:

Nominee		For				Withhold				Broker Non-Votes
Diane Biagianti			113,390,882				20,590,925				29,067,298
Diane Brink			112,023,802				21,958,005				29,067,298
Karl-Thomas Neumann			131,895,755				2,086,055				29,067,295

(ii)The stockholders voted, on an advisory basis, to approve the named executive officers’ compensation as disclosed in the Proxy Statement, by the vote set forth below:

For				Withhold				Abstain				Broker Non-Votes
	124,667,081				7,794,278				1,520,448				29,067,298

(iii)The stockholders approved an amendment to the 2021 Plan to increase the number of shares of Class A common stock reserved for issuance thereunder by 17,000,000 shares, by the vote set forth below:

For				Withhold				Abstain				Broker Non-Votes
	101,988,508				29,239,290				2,754,007				29,067,300

(iv)The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the vote set forth below:

For				Withhold				Abstain				Broker Non-Votes
	161,511,420				542,620				995,065				-

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.

			INDIE SEMICONDUCTOR, INC.
Date:	May 29, 2026	By:	/s/ Audrey Wong
			Audrey Wong Chief Legal Officer and Secretary

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