Form 8-K - Current report

0001788999false00017889992024-06-102024-06-10

 

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): June 10, 2024

 

 

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. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2024, the board of directors (the “Board”) of Xperi Inc. (the “Company”) approved an increase in the size of the Board from five (5) directors to seven (7) directors and elected Jeremi A. Gorman and Roderick K. Randall as members of the Board. Ms. Gorman was appointed to the Nominating and Corporate Governance Committee of the Board and Mr. Randall was appointed to the Compensation Committee of the Board at such time.

There is no arrangement or understanding between Ms. Gorman and Mr. Randall and any other person pursuant to which they were selected as directors of the Company, and there is no family relationship between each of Ms. Gorman and Mr. Randall and any of the Company’s other directors or executive officers. There are no transactions between the Company and each of Ms. Gorman and Mr. Randall that are subject to disclosure under Item 404(a) of Regulation S-K.

The Board has determined that Ms. Gorman and Mr. Randall are each an “independent director” for purposes of the rules and regulations of the New York Stock Exchange and under the Sarbanes-Oxley Act of 2002, as amended. Ms. Gorman and Mr. Randall are each entitled to receive compensation in the same manner as the Company’s other non-employee directors, pursuant to the Company’s director compensation program, as amended from time to time.

Ms. Gorman and Mr. Randall will each enter into the Company’s standard form of indemnification agreement with the Company, which will provide indemnification protection for Ms. Gorman and Mr. Randall in connection with their service as members of the Board.

Item 7.01 Regulation FD Disclosure.

On June 10, 2024, the Company issued a press release announcing the foregoing appointments. The Company’s press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated June 10, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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: June 10, 2024			Xperi Inc.
			By:		/s/ Robert Andersen
			Name:		Robert Andersen
			Title:		Chief Financial Officer

 

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Exhibit 99.1

 

Xperi Announces Appointment of Two New Independent Directors

 

Jeremi Gorman and Roderick Randall Have Expertise in Content Monetization, Digital Media, Automotive Technology and Capital Allocation

 

Board Expands to Seven Directors

 

SAN JOSE, Calif., June 10, 2024 -- Xperi Inc. (NYSE: XPER) (the "Company" or "Xperi"), an entertainment technology company that invents, develops and delivers technologies that enable extraordinary experiences, today announced the appointment of Jeremi A. Gorman and Roderick K. (“Rod”) Randall to the Board of Directors (the “Board”), effective June 10, 2024. Following the appointment of Ms. Gorman and Mr. Randall, the Board consists of seven directors, six of whom are independent.

 

“We welcome Jeremi and Rod, both accomplished leaders with domain expertise relevant to our business needs, to the Xperi Board,” said David C. Habiger, Chair of the Xperi Board. “Their appointments represent the culmination of a thorough process to augment the Board’s composition that began shortly after the Company’s separation from Adeia. These new directors have insights and experience that will help advance our core growth initiatives in streaming, consumer audio and entertainment, connected car and connected TV advertising.”

 

Jon E. Kirchner, CEO of Xperi, added, “The addition of Jeremi and Rod enhances our Board’s skills and perspectives, while bolstering the Board’s expertise across key functional disciplines, such as product development, commercialization and capital allocation. I look forward to collaborating with them and benefitting from their experience.”

 

About Jeremi A. Gorman

 

Ms. Gorman has more than 20 years of experience building and scaling digital media businesses. Most recently, she served as President of Worldwide Advertising for Netflix, Inc. (Nasdaq: NFLX), where she was responsible for launching the company’s first ad-supported streaming service.

 

Before joining Netflix in 2022, Ms. Gorman served as Chief Business Officer of Snap Inc. (NYSE: SNAP), the parent company of Snapchat, where she was responsible for global revenue. Previously, Ms. Gorman served in a variety of roles at Amazon.com, Inc. (Nasdaq: AMZN), including as Global Head of Enterprise Advertising Sales. Earlier in her career, she held advertising and marketing roles at Yahoo!, Variety and Monster.com. Ms. Gorman currently serves as a senior advisor and is an active angel investor.

 

Ms. Gorman holds a bachelor's degree from the University of California, Los Angeles and an MBA from Pennsylvania State University. Ms. Gorman is also a founding investor in Angel City Football Club and serves on the board of Women for Women International, as well as GameSquare Holdings, Inc. (Nasdaq: GAME) and Revitate.

 

Ms. Gorman has also been appointed to the Board’s Nominating and Corporate Governance Committee.

 

 

 

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About Roderick K. Randall

 

Mr. Randall has over 25 years of experience in the wireless, telecommunications, computer-networking and electric vehicle industries. He is currently an Executive Partner at Siris Capital Group, LLC, a private equity investment firm focused on building value at complex telecom and technology companies operating at scale. Prior to Siris Capital, Mr. Randall was a founding partner at S1 Capital Partners. He was also a founding partner at Vesbridge Partners and a General Partner at St. Paul Venture Capital, where he led the mobile investment practice.

 

Previously, Mr. Randall served as the Chief Marketing Officer at Lucent Technologies, one of the world’s largest telecommunications equipment providers, and was Vice President of Marketing at Ascend Communications (sold to Lucent Technologies). Prior to that, he was Vice President of Strategic Market Development at Madge Networks, following its acquisition of Teleos Communications. Mr. Randall co-founded Teleos Communications in 1987 and served in a variety of roles, including Chief Technology Officer, Vice President of Marketing and Business Development. He began his career at AT&T Bell Laboratories and holds several U.S. patents.

 

Mr. Randall currently serves as chairman of the board of directors at MagLev Aero Inc., a member of the board of directors at Mavenir Systems Inc. and Fisker Inc. (NYSE: FSR), and is a member of the board of trustees at Vaughn College of Aeronautics and Technology.

 

He holds a Bachelor of Electrical Engineering with Highest Honors from Georgia Institute of Technology, and a Master of Sciences in Electrical Engineering and Computer Science from the University of California, Berkeley.

 

Mr. Randall has also been appointed to the Compensation Committee of the Board.

 

About Xperi Inc.

 

Xperi invents, develops, and delivers technologies that enable extraordinary experiences. Xperi technologies, delivered via its brands (DTS®, HD Radio™, TiVo®), and by its startup, Perceive, are integrated into billions of consumer devices and media platforms worldwide, powering smart devices, connected cars and entertainment experiences, including IMAX® Enhanced, a certification and licensing program operated by IMAX Corporation and DTS, Inc. Xperi has created a unified ecosystem that reaches highly engaged consumers, driving increased value for partners, customers and consumers.

 

©2024 Xperi Inc. All Rights Reserved. Xperi, TiVo, DTS, HD Radio, DTS Play-Fi, Perceive and their respective logos are trademark(s) or registered trademark(s) of Xperi Inc. or its subsidiaries in the United States and other countries. IMAX is a registered trademark of IMAX Corporation. All other trademarks and content are the property of their respective owners.

 

XPER-C

 

Contacts

 

Xperi Investor Contact:

Mike Iburg

VP, Investor Relations

[phone]

[e-mail]

2

 

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Media Contact:

Amy Brennan

Senior Director, Corporate Communications

[phone]

[e-mail]

 

3

 

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Document And Entity Information	Jun. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 10, 2024
Entity Registrant Name	Xperi Inc.
Entity Central Index Key	0001788999
Entity Emerging Growth Company	true
Entity File Number	001-41486
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-4470363
Entity Address, Address Line One	2190 Gold Street
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95002
City Area Code	408
Local Phone Number	519-9100
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	XPER
Security Exchange Name	NYSE

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