Other Information .
−Removed: Amended and Restated Bylaws
−Removed: On August 6, 2024, the Board approved and adopted an amendment and restatement of our bylaws (the “Amended and Restated Bylaws”).
−Removed: Among other things, the amendments contained in the Amended and Restated Bylaws:
−Removed: • address the universal proxy rules adopted by the U.S.
−Removed: 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;
−Removed: • 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:
−Removed: • remove the requirement for the notice from stockholders to disclose information about certain performance-related fees;
−Removed: • 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;
−Removed: • require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;
−Removed: • update the provision regarding notice of an adjournment of any meeting of stockholders;
−Removed: • 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;
−Removed: • update the provision specifying who can call a special meeting of the Board;
−Removed: • remove the provision regarding approval of loans to officers;
−Removed: • incorporate certain technical, modernizing, clarifying and conforming changes.
−Removed: The Amended and Restated Bylaws are filed herewith as Exhibit 3.3.
−Removed: 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.
−Removed: Severance Agreements and Change in Control Severance Agreements
−Removed: 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.
−Removed: The New Agreements renewed the terms of and replaced the previous respective severance agreements and change in control severance agreements with Messrs.
−Removed: Andersen and Skaaden, which expire on September 29, 2024 (together the “Previous Agreements”).
−Removed: The New Agreements are consistent with the terms of the Previous Agreements and will become effective on September 30, 2024.
+Added: (a) On November 5, 2024, the Company entered into an Amended and Restated Employment and Severance Agreement (the “Amended and Restated Employment Agreement”) with Jon E.
+Added: Kirchner, the Company’s Chief Executive Officer and President, effective as of November 6, 2024 (the “Effective Date”).
+Added: The Amended and Restated Employment Agreement replaces Mr.
+Added: Kirchner’s existing employment agreement, which was set to expire in June 2025.
+Added: The Amended and Restated Employment Agreement has an initial term expiring on the three year anniversary of the Effective Date, with an automatic 12 month extension.
+Added: The term of the Amended and Restated Employment Agreement will automatically be extended for 18 months following a change in control of the Company if the term would otherwise have expired during such 18-month period.
+Added: The Amended and Restated Employment Agreement sets forth Mr.
+Added: Kirchner’s compensation, including his current annual base salary of $750,000 and his annual target bonus of 100% of his base salary.
+Added: Other than the extension of the term, the Amended and Restated Employment Agreement provides for substantially the same terms, including severance benefits, as applied under Mr.
+Added: Kirchner’s existing employment agreement.
+Added: The foregoing description of the Amended and Restated Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Employment Agreement attached hereto as Exhibit 10.1, which agreement is incorporated herein by reference.
+Added: (c) Securities Trading Arrangements of Directors and Section 16 Officers.
+Added: During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Exhibit Title
+Added: Asset Purchase Agreement by and among Xperi Inc., Perceive Corporation and Amazon.com Services LLC, dated August 14, 2024.
Amended and Restated Certificate of Incorporation of Xperi Inc.
3 unchanged sentences
(as amended and restated on August 6, 2024).
+Added: Amended and Restated Employment and Severance Agreement, dated effective as of November 6, 2024.
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 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.
−Removed: Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document
+Added: Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
+Added: *Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(2) because the omitted information (i) is not material and (ii) is treated as confidential by the Company.
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.
−Removed: August 8, 2024
+Added: November 7, 2024
/s/ Robert Andersen
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.