--- schema_version: "secwatch.filing_event.v1" accession: "0001405495-26-000055" form_type: "8-K" ticker: "IDCC" cik: "0001405495" company_name: "InterDigital, Inc." filed_at: "2026-06-15T12:48:50+00:00" generated_at: "2026-06-15T12:50:06.546709+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # InterDigital shareholders approve officer exculpation bylaw amendment, elect directors ## Summary - Bylaw amendment to allow officer exculpation under Pennsylvania law passed with 19,145,023 for, 1,445,959 against. - All eight director nominees elected (e.g., Derek Aberle 20,584,219 for; John D. Markley Jr. 18,864,477 for). - Advisory vote on executive compensation approved: 20,270,545 for, 311,323 against. - Ratification of PwC as auditor for FY2026: 22,881,516 for, 385,450 against. ## SEC filing metadata - accession: 0001405495-26-000055 - form_type: 8-K - ticker: IDCC - cik: 0001405495 - company_name: InterDigital, Inc. - filed_at: 2026-06-15T12:48:50+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1405495/000140549526000055/0001405495-26-000055-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1405495/000140549526000055/idcc-20260610.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001405495-26-000055 - JSON: https://secwatch.observer/filing/0001405495-26-000055.json - Plain text: https://secwatch.observer/filing/0001405495-26-000055.txt ## Key facts - Governance Changes InterDigital, Inc.: Shareholders approved amendment to Bylaws to provide for officer exculpation under Pennsylvania law (effective 2026-06-10). - Change: bylaw amendment - Effective: 2026-06-10 source text: At the Annual Meeting of Shareholders of InterDigital, Inc. (the “Company”) held on June 10, 2026 (the “2026 Annual Meeting”), following the approval and recommendation of the Board, the Company’s shareholders approved a proposed amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”), to provide for exculpation of the Company’s officers pursuant to Section 1735 of the Pennsylvania Business Corporation Law. evidence_url: https://www.sec.gov/Archives/edgar/data/1405495/000140549526000055/0001405495-26-000055-index.htm - Shareholder Votes InterDigital, Inc. shareholders approved Advisory resolution to approve executive compensation. - Proposal: say on pay - Outcome: passed source text: The matters voted on at the 2026 Annual Meeting and the voting results for each matter are set forth below. (i) The following individuals were elected as directors of the Company to serve a one-year term until the Company’s annual meeting of shareholders in 2027 and until his or her successor is elected and qualified as follows: NAME FOR AGAINST ABSTAIN BROKER NON-VOTE Derek Aberle 20,584,219 35,774 35,293 2,651,275 Samir Armaly 20,285,376 334,632 35,278 2,651,275 Lawrence (Liren) Chen 20,533,064 87,303 34,919 2,651,275 Joan H. Gillman 20,096,361 530,268 28,657 2,651,275 S. Douglas Hutcheson 20,306,251 313,156 35,879 2,651,275 John A. Kritzmacher 19,950,795 669,291 35,200 2,651,275 John D. Markley, Jr. 18,864,477 1,755,864 34,945 2,651,275 Jean F. Rankin 20,139,753 490,717 24,816 2,651,275 (ii) Shareholders voted on the approval of the Bylaws amendment to allow for officer exculpation as permitted by Pennsylvania law. FOR AGAINST ABSTAIN BROKER NON-VOTE 19,145,023 1,445,959 64,304 2,65 evidence_url: https://www.sec.gov/Archives/edgar/data/1405495/000140549526000055/0001405495-26-000055-index.htm - Shareholder Votes InterDigital, Inc. shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent auditor. - Proposal: auditor ratification - Outcome: passed source text: The matters voted on at the 2026 Annual Meeting and the voting results for each matter are set forth below. (i) The following individuals were elected as directors of the Company to serve a one-year term until the Company’s annual meeting of shareholders in 2027 and until his or her successor is elected and qualified as follows: NAME FOR AGAINST ABSTAIN BROKER NON-VOTE Derek Aberle 20,584,219 35,774 35,293 2,651,275 Samir Armaly 20,285,376 334,632 35,278 2,651,275 Lawrence (Liren) Chen 20,533,064 87,303 34,919 2,651,275 Joan H. Gillman 20,096,361 530,268 28,657 2,651,275 S. Douglas Hutcheson 20,306,251 313,156 35,879 2,651,275 John A. Kritzmacher 19,950,795 669,291 35,200 2,651,275 John D. Markley, Jr. 18,864,477 1,755,864 34,945 2,651,275 Jean F. Rankin 20,139,753 490,717 24,816 2,651,275 (ii) Shareholders voted on the approval of the Bylaws amendment to allow for officer exculpation as permitted by Pennsylvania law. FOR AGAINST ABSTAIN BROKER NON-VOTE 19,145,023 1,445,959 64,304 2,65 evidence_url: https://www.sec.gov/Archives/edgar/data/1405495/000140549526000055/0001405495-26-000055-index.htm - Shareholder Votes InterDigital, Inc. shareholders approved Election of Directors. - Proposal: director election - Outcome: passed source text: The matters voted on at the 2026 Annual Meeting and the voting results for each matter are set forth below. (i) The following individuals were elected as directors of the Company to serve a one-year term until the Company’s annual meeting of shareholders in 2027 and until his or her successor is elected and qualified as follows: NAME FOR AGAINST ABSTAIN BROKER NON-VOTE Derek Aberle 20,584,219 35,774 35,293 2,651,275 Samir Armaly 20,285,376 334,632 35,278 2,651,275 Lawrence (Liren) Chen 20,533,064 87,303 34,919 2,651,275 Joan H. Gillman 20,096,361 530,268 28,657 2,651,275 S. Douglas Hutcheson 20,306,251 313,156 35,879 2,651,275 John A. Kritzmacher 19,950,795 669,291 35,200 2,651,275 John D. Markley, Jr. 18,864,477 1,755,864 34,945 2,651,275 Jean F. Rankin 20,139,753 490,717 24,816 2,651,275 (ii) Shareholders voted on the approval of the Bylaws amendment to allow for officer exculpation as permitted by Pennsylvania law. FOR AGAINST ABSTAIN BROKER NON-VOTE 19,145,023 1,445,959 64,304 2,65 evidence_url: https://www.sec.gov/Archives/edgar/data/1405495/000140549526000055/0001405495-26-000055-index.htm - Shareholder Votes InterDigital, Inc. shareholders approved Approval of Bylaws amendment to allow for officer exculpation. - Proposal: charter amendment - Outcome: passed source text: The matters voted on at the 2026 Annual Meeting and the voting results for each matter are set forth below. (i) The following individuals were elected as directors of the Company to serve a one-year term until the Company’s annual meeting of shareholders in 2027 and until his or her successor is elected and qualified as follows: NAME FOR AGAINST ABSTAIN BROKER NON-VOTE Derek Aberle 20,584,219 35,774 35,293 2,651,275 Samir Armaly 20,285,376 334,632 35,278 2,651,275 Lawrence (Liren) Chen 20,533,064 87,303 34,919 2,651,275 Joan H. Gillman 20,096,361 530,268 28,657 2,651,275 S. Douglas Hutcheson 20,306,251 313,156 35,879 2,651,275 John A. Kritzmacher 19,950,795 669,291 35,200 2,651,275 John D. Markley, Jr. 18,864,477 1,755,864 34,945 2,651,275 Jean F. Rankin 20,139,753 490,717 24,816 2,651,275 (ii) Shareholders voted on the approval of the Bylaws amendment to allow for officer exculpation as permitted by Pennsylvania law. FOR AGAINST ABSTAIN BROKER NON-VOTE 19,145,023 1,445,959 64,304 2,65 evidence_url: https://www.sec.gov/Archives/edgar/data/1405495/000140549526000055/0001405495-26-000055-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.