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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):
February 9, 2023
ADEIA INC.
(Exact name of Registrant as Specified in its Charter)
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Delaware
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001-39304
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84-4734590
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3025 Orchard Parkway
San Jose,
California
95134
(Address of Principal Executive Offices, including Zip
Code)
(408)
473-2500
(Registrant’s telephone number, including area code)
XPERI HOLDING CORPORATION
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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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
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock (par value $0.001 per share)
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ADEA
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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).
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.
☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Amended and Restated Change in Control Severance Agreement with
Paul Davis
On February 9, 2023, Adeia Inc. (the “Company”) entered into an
amended and restated change in control severance agreement with
Paul Davis, the Company’s Chief Executive Officer (the “CEO
Severance Agreement”). The CEO Severance Agreement amends and
restates and supersedes in its entirety the Change in Control
Severance Agreement by and between Xperi Holding Corporation
(“Xperi”) and Mr. Davis, effective as of September 29, 2020, and
supersedes in its entirety the Severance Agreement by and between
Xperi and Mr. Davis, effective as of September 29, 2020.
The CEO Severance Agreement has an initial term of three years,
plus reoccurring one-year automatic renewals. The then-effective
term of the CEO Severance Agreement will automatically be extended
for twelve months following a change in control of the Company if
the term would otherwise have expired during such
period.
The CEO Severance Agreement provides that, if Mr. Davis’ employment
is terminated by the Company without cause or if Mr. Davis resigns
for good reason, in each case, more than three months prior to a
change in control or more than twelve months following a change in
control, Mr. Davis will be entitled to receive the following
payments and benefits:
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Fully earned but unpaid base salary, reimbursement of business
expenses incurred prior to the date of termination and accrued
obligations in respect of all other benefits (collectively, the
“Accrued Obligations”);
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Lump sum cash payment in an amount equal to 150% of the sum of (i)
annual base salary, plus (ii) target annual bonus for the fiscal
year in which the date of termination occurs, prorated based on the
number of days elapsed as of the date of termination for the fiscal
year in which the date of termination occurs;
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Continuation of health benefits for a period of up to 18 months
following the date of termination; and
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Immediate acceleration of vesting, as of the date of termination,
of outstanding equity awards scheduled to vest (or whose
performance period ends) within twelve months following the date of
termination (with any performance-based awards vesting at target,
except to the extent alternative acceleration is specifically
provided for pursuant to the grant documents).
If Mr. Davis’ employment is terminated by the Company without cause
or if Mr. Davis resigns for good reason, in each case, within three
months prior to a change in control or within twelve months
following a change in control, the CEO Severance Agreement provides
that Mr. Davis will be entitled to receive the following payments
and benefits:
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The Accrued Obligations;
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Lump sum cash payment in an amount equal to 200% of the sum of (i)
annual base salary, plus (ii) target annual bonus for the fiscal
year in which the date of termination occurs;
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Continuation of health benefits for a period of up to 24 months
following the date of termination; and
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Immediate acceleration of vesting, as of the later of the date of
termination or the date of such change in control, of outstanding
equity awards (with any performance-based awards vesting at target,
except to the extent alternative acceleration is specifically
provided for pursuant to the grant documents).
The severance payments and benefits (other than the Accrued
Obligations) are subject to Mr. Davis’ execution of a general
release of claims in favor of the Company and continued compliance
with the confidentiality and proprietary rights covenant set forth
in the CEO Severance Agreement.
Severance Agreements with Certain Officers
On February 9, 2023 the Company entered into severance agreements
with each of (i) Keith Jones, the Company’s Chief Financial
Officer; (ii) Dr. Mark Kokes, the Company’s Chief Licensing Officer
& General Manager, Media; (iii) Kevin Tanji, the Company’s
Chief Legal Officer and Corporate Secretary; and (iv) Dana Escobar,
the Company’s Chief Licensing Officer & General Manager,
Semiconductor (collectively, the “NEO Severance
Agreements”).
Each of the NEO Severance Agreements has an initial term of three
years, plus reoccurring one-year automatic renewals. The
then-effective term of the NEO Severance Agreements will
automatically be extended for twelve months following a change in
control of the Company if the term would otherwise have expired
during such period.
Each of the NEO Severance Agreements provide that, if the
executive’s employment is terminated by the Company without cause
more than three months prior to a change in control or more than
twelve months following a change in control, the executive will be
entitled to receive the following payments and benefits:
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The Accrued Obligations;
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Lump sum cash payment in an amount equal to 100% of the sum of (i)
annual base salary, plus (ii) target annual bonus for the fiscal
year in which the date of termination occurs, prorated based on the
number of days elapsed as of the date of termination for the fiscal
year in which the date of termination occurs; and
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Continuation of health benefits for a period of up to 12 months
following the date of termination.
If the executive’s employment is terminated by the Company without
cause or if the executive resigns for good reason, in each case,
within three months prior to a change in control or within twelve
months following a change in control, each NEO Severance Agreement
provides that the executive will be entitled to receive the
following payments and benefits:
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The Accrued Obligations;
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Lump sum cash payment in an amount equal to 100% of the sum of (i)
annual base salary, plus (ii) target annual bonus for the fiscal
year in which the date of termination occurs;
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Continuation of health benefits for a period of up to 12 months
following the date of termination; and
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Immediate acceleration of vesting, as of the later of the date of
termination or the date of such change in control, of outstanding
equity awards (with any performance-based awards vesting at target,
except to the extent alternative acceleration is specifically
provided for pursuant to the grant documents).
The severance payments and benefits (other than the Accrued
Obligations) are subject to the respective executive’s execution of
a general release of claims in favor of the Company and continued
compliance with the confidentiality and proprietary rights covenant
set forth in the NEO Severance Agreement.
The foregoing descriptions of the CEO Severance Agreement and NEO
Severance Agreements do not purport to be complete descriptions of
the CEO Severance Agreement or NEO Severance Agreements or of the
provisions summarized herein and are qualified in their entirety by
reference to the actual text of the CEO Severance Agreement and
form of NEO Severance Agreement, as applicable, which are attached
hereto as Exhibit 10.1 and Exhibit 10.2, respectively.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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.
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Date: February 15, 2023
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ADEIA INC.
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By:
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/s/ Kevin Tanji
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Name:
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Kevin Tanji
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Title:
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Chief Legal Officer
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