Xperi (XPER) investors back board slate and ratify Deloitte as 2026 auditor

Rhea-AI Filing Summary

Xperi Inc. reported the results of its annual stockholder meeting held on April 17, 2026. A total of 46,969,801 common shares were outstanding as of the record date, and 41,660,732 shares, or 88.69% of those outstanding, were represented, establishing a quorum.

Stockholders elected seven directors—Darcy Antonellis, Laura J. Durr, Jeremi T. Gorman, David C. Habiger, Jon E. Kirchner, Roderick K. Randall, and Christopher Seams—each receiving more votes for than against. Stockholders also ratified the appointment of Deloitte & Touche LLP as Xperi’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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 outstanding on record date: 46,969,801 shares Shares represented at meeting: 41,660,732 shares Quorum percentage: 88.69% +5 more

8 metrics

Shares outstanding on record date 46,969,801 shares Common stock outstanding as of February 23, 2026 record date

Shares represented at meeting 41,660,732 shares Common shares present or by proxy at April 17, 2026 annual meeting

Quorum percentage 88.69% Portion of outstanding shares represented at the annual meeting

Auditor ratification - For 41,259,926 votes Votes for ratifying Deloitte & Touche LLP as 2026 auditor

Auditor ratification - Against 358,155 votes Votes against ratifying Deloitte & Touche LLP

Auditor ratification - Abstained 42,651 votes Abstentions on auditor ratification proposal

Example director vote - For 26,097,768 votes Votes for director nominee Darcy Antonellis

Example director vote - Against 7,111,660 votes Votes against director nominee Darcy Antonellis

Key Terms

broker non-votes, independent registered public accounting firm, quorum, record date, +1 more

5 terms

broker non-votes financial

"Name of Director | For | Against | 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.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche 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.

quorum financial

"were represented in person or by proxy, constituting 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.

record date financial

"As of the close of business on February 23, 2026 (the “Record Date”)"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

annual meeting of stockholders financial

"held its annual meeting of stockholders (the “Annual Meeting”)"

Understanding 8-K Material Events →

0001788999false00017889992026-04-172026-04-17

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): April 17, 2026

Xperi Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41486	83-4470363
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2190 Gold Street
San Jose, California				95002
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 408 519-9100

N/A

(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 $0.001 per share		XPER		New York Stock Exchange

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 April 17, 2026, Xperi Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). As of the close of business on February 23, 2026 (the “Record Date”), a total of 46,969,801shares of the Company’s common stock (“Common Stock”) were issued and outstanding. At the Annual Meeting, holders of 41,660,732 shares of Common Stock, or 88.69% of shares outstanding on the Record Date, were represented in person or by proxy, constituting a quorum.

At the Annual Meeting, each of Darcy Antonellis, Laura J. Durr, Jeremi T. Gorman, David C. Habiger, Jon E. Kirchner, Roderick K. Randall, and Christopher Seams was elected as a director of the Company. Also at the Annual Meeting, the stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.

The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which is described briefly below and in more detail in the Company’s definitive proxy statement filed on March 4, 2026.

Proposal 1 – Election of Directors:

Name of Director	For	Against	Broker Non-Votes
Darcy Antonellis	26,097,768	7,111,660	8,425,663
Laura J. Durr	26,093,705	7,115,715	8,425,663
Jeremi T. Gorman	26,051,810	7,148,900	8,425,663
David C. Habiger	25,928,838	7,279,110	8,425,663
Jon E. Kirchner	26,053,098	7,155,436	8,425,663
Roderick K. Randall	26,054,431	7,145,869	8,425,663
Christopher Seams	25,295,550	7,912,636	8,425,663

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm:

For	Against	Abstained	Broker Non-Votes
41,259,926	358,155	42,651	N/A

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: April 20, 2026			Xperi Inc.
			By:		/s/ Robert Andersen
			Name:		Robert Andersen
			Title:		Chief Financial Officer

FAQ

What was the quorum at Xperi (XPER) 2026 annual stockholder meeting?

Xperi achieved a strong quorum at its 2026 annual meeting, with 41,660,732 common shares represented. This equaled 88.69% of the 46,969,801 shares outstanding as of the February 23, 2026 record date, allowing all proposals to be validly considered and voted upon.

Which directors were elected at Xperi (XPER) 2026 annual meeting?

Stockholders elected seven directors: Darcy Antonellis, Laura J. Durr, Jeremi T. Gorman, David C. Habiger, Jon E. Kirchner, Roderick K. Randall, and Christopher Seams. Each nominee received more votes for than against, with additional broker non-votes reported but not counted as votes against the nominees.

How did Xperi (XPER) stockholders vote on the company’s independent auditor?

Stockholders ratified Deloitte & Touche LLP as Xperi’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 41,259,926 votes for, 358,155 votes against, and 42,651 abstentions, with no broker non-votes reported on this proposal.

How many Xperi (XPER) shares were outstanding on the record date for the 2026 meeting?

As of the February 23, 2026 record date, Xperi had 46,969,801 shares of common stock issued and outstanding. These shares were entitled to vote at the annual meeting, forming the base used to calculate the reported 88.69% quorum participation level.

Did any Xperi (XPER) director nominee receive substantial opposition votes?

All Xperi director nominees received more votes for than against. For example, Darcy Antonellis received 26,097,768 for and 7,111,660 against, while other nominees showed similar patterns, along with 8,425,663 broker non-votes that did not count as votes against the candidates.

What was the outcome of Proposal 2 at Xperi’s 2026 annual meeting?

Proposal 2, which sought ratification of Deloitte & Touche LLP as Xperi’s independent registered public accounting firm for 2026, was approved. The vote totals were 41,259,926 for, 358,155 against, and 42,651 abstentions, indicating strong stockholder support for the auditor selection.

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