Power Integrations (POWI) investors back pay, equity plan and reject chair-CEO split

Rhea-AI Filing Summary

Power Integrations, Inc. reported the results of its 2026 annual stockholder meeting, where a quorum was established with 53,728,568 votes present, representing approximately 96.45% of the 55,703,980 shares outstanding as of the April 13, 2026 record date.

Stockholders elected seven directors, including Wendy Arienzo, Ph.D., Anita Ganti, Nancy Gioia, Balakrishnan S. Iyer, Jennifer Lloyd, Ph.D., Gregg Lowe, and Ravi Vig, to serve until the 2027 annual meeting. They also approved, on an advisory and non-binding basis, the compensation of the named executive officers and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, stockholders approved an amendment and restatement of the 2016 Incentive Award Plan to increase the number of shares of common stock reserved for issuance. A stockholder proposal to require separation of the roles of Chairman and Chief Executive Officer did not receive the required majority and was not approved.

8-K Event Classification

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

1 item

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

Shares present at meeting: 53,728,568 votes Shares outstanding: 55,703,980 shares Say-on-pay support: 47,396,523 for vs 3,775,693 against +4 more

7 metrics

Shares present at meeting 53,728,568 votes Votes present at 2026 annual meeting, about 96.45% turnout

Shares outstanding 55,703,980 shares Outstanding and entitled to vote as of April 13, 2026

Say-on-pay support 47,396,523 for vs 3,775,693 against Advisory vote on named executive officer compensation, Proposal Two

Auditor ratification votes 52,771,119 for vs 937,542 against Ratification of Deloitte & Touche LLP for fiscal year ending Dec. 31, 2026

Equity plan amendment votes 42,512,170 for vs 8,641,807 against Approval of amended and restated 2016 Incentive Award Plan, Proposal Four

Chair/CEO split proposal 5,778,974 for vs 45,300,365 against Stockholder governance proposal on separating Chairman and CEO roles, Proposal Five

Example director vote total 51,110,446 for Votes for director nominee Jennifer Lloyd, Ph.D., Proposal One

Key Terms

broker non-votes, advisory and non-binding basis, independent registered public accounting firm, 2016 Incentive Award Plan, +1 more

5 terms

broker non-votes financial

"Director Nominees | | For | | Withheld | | Broker Non-votes"

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.

advisory and non-binding basis financial

"approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"ratified the selection of Deloitte & Touche 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.

2016 Incentive Award Plan financial

"approved an amendment and restatement of the Company’s 2016 Incentive Award Plan to increase the number of shares"

quorum financial

"which constituted a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

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Understanding 8-K Material Events →

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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): June 3, 2026

Power Integrations, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-23441		94-3065014
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

5245 Hellyer Avenue, San Jose, California		95138-1002
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (408) 414-9200

(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, $0.001 Par Value		POWI		The 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.

On June 3, 2026, Power Integrations, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). Present in person or by proxy at the Meeting were shares of Common Stock representing 53,728,568 votes, or approximately 96.45% of the 55,703,980 shares outstanding and entitled to vote as of the record date of April 13, 2026, and which constituted a quorum.

At the Meeting, the Company’s stockholders: (i) elected Wendy Arienzo, Ph.D., Anita Ganti, Nancy Gioia, Balakrishnan S. Iyer, Jennifer Lloyd, Ph.D., Gregg Lowe, and Ravi Vig, each to serve as a director of the Company until the 2027 Annual Meeting of Stockholders as described in Proposal One; (ii) approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as described in Proposal Two; (iii) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 as described in Proposal Three; (iv) approved an amendment and restatement of the Company’s 2016 Incentive Award Plan to increase the number of shares of common stock reserved for issuance thereunder as described in Proposal Four; and (v) did not approve a stockholder proposal related to the separation of the office of Chairman and the office of Chief Executive Officer as described in Proposal 5.

The following tables set forth the results of the voting at the Meeting.

Proposal One – to elect seven (7) directors each to hold office until the Company’s 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his earlier death, resignation, or removal:

Director Nominees		For		Withheld		Broker Non-votes
Wendy Arienzo, Ph.D.		50,337,805		840,578		2,550,185
Anita Ganti		50,821,276		357,107		2,550,185
Nancy Gioia		50,993,502		184,881		2,550,185
Balakrishnan S. Iyer		45,129,046		6,049,337		2,550,185
Jennifer Lloyd, Ph.D.		51,110,446		67,937		2,550,185
Gregg Lowe		51,003,012		175,371		2,550,185
Ravi Vig		50,723,251		455,132		2,550,185

Each of the director nominees received the required affirmative vote of holders of a plurality of the votes cast and, therefore, each of the Company’s nominees were elected as a director to hold office until the Company’s 2027 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.

1

Proposal Two – to approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers:

For				Against				Abstain				Broker Non-votes
	47,396,523				3,775,693				6,167				2,550,185

Proposal Two required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders as set forth in the table above.

Proposal Three – to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For				Against				Abstain				Broker Non-votes
	52,771,119				937,542				19,907				0

Proposal Three required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders as set forth in the table above.

Proposal Four – to approve an amendment and restatement of the Power Integrations, Inc. 2016 Incentive Award Plan to increase the number of shares of Common Stock reserved for issuance thereunder:

For				Against				Abstain				Broker Non-votes
	42,512,170				8,641,807				24,406				2,550,185

Proposal Four required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders as set forth in the table above.

Proposal Five – to approve a stockholder proposal related to the separation of the office of Chairman and the office of Chief Executive Officer:

For				Against				Abstain				Broker Non-votes
	5,778,974				45,300,365				99,043				2,550,185

Proposal Five required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was not approved by stockholders as set forth in the table above.

2

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.

	Power Integrations, Inc.
Dated: June 4, 2026	By:	/s/ Andrew S. Hughes
		Andrew S. Hughes
		Senior Vice President, General Counsel & Corporate Secretary

3

FAQ

What did Power Integrations (POWI) stockholders approve at the 2026 annual meeting?

Stockholders approved all management proposals, including electing seven directors, an advisory say-on-pay vote, ratifying Deloitte & Touche LLP as auditor, and expanding the 2016 Incentive Award Plan share reserve. These approvals confirm support for existing leadership, compensation structure, and equity incentive framework.

How many Power Integrations (POWI) shares were represented at the 2026 annual meeting?

The meeting had 53,728,568 votes present, representing approximately 96.45% of the 55,703,980 shares outstanding and entitled to vote as of April 13, 2026. This high turnout ensured a valid quorum and allowed binding decisions on all proposals presented.

Did Power Integrations (POWI) stockholders approve executive compensation in 2026?

Yes. In the advisory say-on-pay vote, 47,396,523 votes were cast for, 3,775,693 against, and 6,167 abstentions, with 2,550,185 broker non-votes. This outcome approved the compensation of the company’s named executive officers on a non-binding basis for 2026.

What happened to the 2016 Incentive Award Plan at Power Integrations (POWI)?

Stockholders approved an amendment and restatement of the 2016 Incentive Award Plan to increase the number of common shares reserved for issuance. The vote was 42,512,170 for, 8,641,807 against, 24,406 abstentions, and 2,550,185 broker non-votes, meeting the required majority threshold.

Was the proposal to separate the Chairman and CEO roles at Power Integrations (POWI) approved?

No. The stockholder governance proposal to separate the roles of Chairman and Chief Executive Officer received 5,778,974 votes for and 45,300,365 against, with 99,043 abstentions and 2,550,185 broker non-votes. Because it failed to gain a majority, it was not approved.

Which audit firm did Power Integrations (POWI) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 52,771,119 for, 937,542 against, and 19,907 abstentions, with no broker non-votes recorded on this proposal.

Filing Exhibits & Attachments

3 documents

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• EX-101 XBRL LABEL FILE 33.4 KB
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