false000180369600018036962026-05-072026-05-07

 

 

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