Form 8-K - Current report

0000833640false00008336402024-05-172024-05-17

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): May 17, 2024

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Power Integrations, Inc.

(Exact name of registrant as specified in its charter)

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

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5245 Hellyer Avenue

San Jose, California 95138-1002

(Address of principal executive offices, including zip code)

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Registrant's telephone number, including area code [phone]

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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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Common Stock	​	POWI	​	The Nasdaq Global Select Market

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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).

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Emerging growth company ☐

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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. ☐

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Item 5.07. Submission of matters to a Vote of Security Holders

Power Integrations, Inc. (“Power Integrations” or the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 17, 2024. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for or against each matter, and the number of abstentions and broker non-votes with respect to each matter.

1.Power Integrations’ stockholders elected to the Board of Directors of the Company (the “Board”) each of the following seven nominees as directors to serve until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified. The tabulation of votes on this matter was as follows:

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Nominee	​	Shares Voted For		​	Shares Withheld
Wendy Arienzo	​	49,736,148.81	​	​	2,135,109.02	​
Balu Balakrishnan	​	50,196,488.56	​	​	1,674,769.27	​
Nicholas E. Brathwaite	​	49,074,086.81	​	​	2,797,171.02	​
Anita Ganti	​	51,007,830.81	​	​	863,427.02	​
Nancy Gioia	​	50,730,896.81	​	​	1,140,361.02	​
Balakrishnan S. Iyer	​	49,634,617.56	​	​	2,236,640.27	​
Ravi Vig	​	51,010,522.56	​	​	860,735.27	​

There were 2,535,489.00 broker non-votes for this proposal.

2.Power Integrations’ stockholders approved, on an advisory basis, the compensation of Power Integrations’ named executive officers, as disclosed in Power Integrations’ proxy statement. The tabulation of votes on this matter was as follows:

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Shares voted for:	42,236,638.79	​
Shares voted against:	9,596,930.04	​
Shares abstaining:	37,689.00	​
Broker non-votes:	2,535,489.00	​

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3.Power Integrations’ stockholders ratified the selection by the Audit Committee of the Board of Deloitte & Touche LLP as the independent registered public accounting firm of Power Integrations for its fiscal year ending December 31, 2024. The tabulation of votes on this matter was as follows:

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Shares voted for:	53,816,612.79	​
Shares voted against:	510,910.04	​
Shares abstaining:	79,224.00	​
Broker non-votes:	— ​	​

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4.The stockholder advisory proposal regarding amending Power Integrations’ certificate of incorporation and its amended and restated bylaws to amend each voting requirement therein that calls for a greater than simple majority vote to instead require only a simple majority vote was approved based upon the following votes:

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Shares voted for:	50,676,820.29	​
Shares voted against:	769,676.04	​
Shares abstaining:	424,761.49	​
Broker non-votes:	2,535,489.00	​

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Item 9.01. Financial Statements and Exhibits.

Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURES

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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.

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​	​	Power Integrations, Inc.
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Dated:	May 21, 2024	By:	/s/ SANDEEP NAYYAR
​	​	​	Sandeep Nayyar
​	​	​	Chief Financial Officer

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Document and Entity Information	May 17, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 17, 2024
Entity File Number	000-23441
Entity Registrant Name	Power Integrations, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3065014
Entity Address, Address Line One	5245 Hellyer Avenue
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95138-1002
City Area Code	408
Local Phone Number	414-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	POWI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000833640
Amendment Flag	false

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