Xperi Inc. 10-Q

Item 5. Other Information Amended and Restated Bylaws On August 6, 2024, the Board approved and adopted an amendment and restatement of our bylaws (the “Amended and Restated Bylaws”). Among other things, the amendments contained in the Amended and Restated Bylaws: • address the universal proxy rules adopted by the U.S. Securities and Exchange Commission by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has, or is part of a group that has, complied with Rule 14a-19 under the Exchange Act; • update advance notice disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals to be included in our proxy materials pursuant to Rule 14a-8 under the Exchange Act), to: • remove the requirement for the notice from stockholders to disclose information about certain performance-related fees; and • require the notice from stockholders to include certain information from the stockholder providing notice, beneficial owners on whose behalf notice is made and other participants in the solicitation, and remove the requirement for the notice to include information from persons that are “affiliates” and “associates” of the proposing stockholder; • require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; • update the provision regarding notice of an adjournment of any meeting of stockholders; • update the provisions regarding availability of the list of stockholders entitled to vote at a stockholders meeting to align with recent changes to the Delaware General Corporation Law; • update the provision specifying who can call a special meeting of the Board; • remove the provision regarding approval of loans to officers; and • incorporate certain technical, modernizing, clarifying and conforming changes. The Amended and Restated Bylaws are filed herewith as Exhibit 3.3. The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is incorporated herein by reference. Severance Agreements and Change in Control Severance Agreements On August 6, 2024, the Compensation Committee (the “Committee”) of the Board approved, and we have entered into severance agreements (the “Severance Agreements”) and change in control severance agreements (the “Change in Control Severance Agreements,” and together with the Severance Agreements, the “New Agreement”) with certain executive officers, including Robert Andersen and Geir Skaaden. The New Agreements renewed the terms of and replaced the previous respective severance agreements and change in control severance agreements with Messrs. Andersen and Skaaden, which expire on September 29, 2024 (together the “Previous Agreements”). The New Agreements are consistent with the terms of the Previous Agreements and will become effective on September 30, 2024. 39 Item 6. Exhibits Exhibit Number Exhibit Title 3.1 Amended and Restated Certificate of Incorporation of Xperi Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2022). 3.2 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Xperi Inc., dated May 29, 2024 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2024) . 3.3 Amended and Restated Bylaws of Xperi Inc. (as amended and restated on August 6, 2024). 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) 40 SIGNAT URES 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 thereunto duly authorized. Dated: August 8, 2024 XPERI INC. By: /s/ Robert Andersen Robert Andersen Chief Financial Officer 41