DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant  Filed by a Party other than the Registrant 

Check the appropriate box:


	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to Section 240.14a-12

XPERI INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


	No fee required


	Fee paid previously with preliminary materials


	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual Meeting

of Stockholders

April 25, 2025

7:15 a.m., Pacific Time

Cambria Hotel Calabasas

26400 Rondell Street

Calabasas, CA 91302

The 2025 Annual Meeting of the Stockholders (“Annual Meeting”) of Xperi Inc. (the “Company”) will be held on April 25, 2025 at 7:15 a.m., Pacific Time, at Cambria Hotel Calabasas, 26400 Rondell Street, Calabasas, CA 91302, for the following purposes.


MEETING AGENDA		BOARD RECOMMENDATION
Proposal 1:	To elect Darcy Antonellis, Laura J. Durr, Jeremi T. Gorman, David C. Habiger, Jon E. Kirchner, Roderick K. Randall, and Christopher Seams as directors to serve until the 2026 Annual Meeting of Stockholders	FOR EACH NOMINEE
Proposal 2:	To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025	FOR

To elect the seven (7) members of the Board of Directors named in the accompanying proxy statement to hold office until the next annual meeting or until their successors are duly elected and qualified;

To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025; and

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

You can find more information about each of these items, including the nominees for directors, in the accompanying proxy statement. The Board of Directors has fixed the close of business on March 3, 2025 as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting, or at any adjournments or postponements of the Annual Meeting.

We are pleased to be furnishing proxy materials to stockholders primarily over the Internet. We believe that this process expedites stockholders’ receipt of proxy materials and lowers the costs of printing and distributing our Annual Meeting materials. On or about March 14, 2025, a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) was mailed to our stockholders containing instructions on how to access our proxy statement and 2024 annual report electronically via the internet, and how to vote online. The Internet Notice also includes instructions on how you can receive a copy of your Annual Meeting materials, including the notice of Annual Meeting, proxy statement, and proxy card by mail, via e-mail or by downloading them online. If you received an Internet Notice and would like to receive your proxy materials by mail, you should follow the instructions for requesting such materials contained on the Internet Notice. If you choose to receive your Annual Meeting materials via e-mail, the e-mail will contain voting instructions and links to the 2024 annual report and the proxy statement on the Internet, both of which are available at http://www.proxyvote.com and on our website at investor.xperi.com. If you access http://www.proxyvote.com using the instructions on the Internet Notice, you will also be given the option to elect to receive future proxy materials by e-mail or in printed form by mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing

a link to the annual meeting materials and a link to the proxy voting site. Your election to receive future proxy materials by e-mail or in printed form by mail will remain in effect until you terminate such election.

To ensure your representation at the Annual Meeting, you are requested to submit your proxy over the Internet, by telephone or by mail.

All stockholders are cordially invited to attend the Annual Meeting.

By Order of the Board of Directors

Xperi Inc.

REBECCA K. MARQUEZ

Secretary

San Jose, California

March 14, 2025

Table of Contents


PROXY STATEMENT FOR THE ANNUAL MEETING	1

PROXY SUMMARY	3

ABOUT THE MEETING	7

PROPOSAL 1 — ELECTION OF DIRECTORS	12

GOVERNANCE OF THE COMPANY	22

Compensation of Directors	30

EQUITY COMPENSATION PLAN INFORMATION	32

EXECUTIVE OFFICERS	33

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	35

EXECUTIVE COMPENSATION AND RELATED INFORMATION	37

Summary Compensation of Named Executive Officers	41

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	52

Report of the Audit Committee	55

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	56

STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS	58

OTHER MATTERS	59

Xperi Inc.

2190 Gold Street

San Jose, CA 95002

PROXY STATEMENT FOR THE ANNUAL MEETING

OF STOCKHOLDERS

TO BE HELD ON APRIL 25, 2025

This proxy statement is furnished in connection with the solicitation of proxies for use prior to or at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Xperi Inc. (together with its subsidiaries, herein referred to as the “Company” or “Xperi”), a Delaware corporation, to be held at 7:15 a.m., Pacific Time, on April 25, 2025 and at any adjournments or postponements thereof for the following purposes:


MEETING AGENDA		BOARD RECOMMENDATION
Proposal 1:	To elect Darcy Antonellis, Laura J. Durr, Jeremi T. Gorman, David C. Habiger, Jon E. Kirchner, Roderick K. Randall, and Christopher Seams as directors to serve until the 2026 Annual Meeting of Stockholders	FOR EACH NOMINEE
Proposal 2:	To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025	FOR

We will also transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

We made this proxy statement and accompanying form of proxy available to stockholders beginning on or about March 14, 2025.

Important Notice Regarding the Internet Availability of Proxy Materials for
the Annual Meeting to be Held on April 25, 2025:

This proxy statement, form of proxy and the Company’s 2024 Annual Report on Form 10-K (the “2024 Annual Report”) are available electronically at http://www.proxyvote.com and on our website at investor.xperi.com.



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FORWARD-LOOKING STATEMENTS

This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements, which are subject to a number of risks, uncertainties, and assumptions, generally relate to the future events or our future financial or operating performance. In some cases, you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” “target,” “project,” “contemplate,” or the negative version of these words and other comparable terminology that concern our expectations, strategy, plans, intentions, or projections. Forward-looking statements in this proxy statement may include, but are not limited to, statements regarding our anticipated corporate strategy and financial performance, including, without limitation, our expectations with respect to profitability, our corporate governance practices, our executive and director compensation program and our equity plan usage.

We have based the forward-looking statements contained in this proxy statement primarily on our current expectations and projects about future events and trends that we believe may affect our business, financial condition, results of operation, prospects, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent filings with the Securities and Exchange Commission. These risks are not exhaustive. Moreover, we continue to operate in a very competitive and rapidly evolving environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to materially differ from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this proxy statement may not occur and actual results could materially and adversely differ from those anticipated or implied and you should not place undue reliance on our forward-looking statements.

In addition, forward-looking statements are based upon information available to us as of the date of this proxy statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this proxy statement relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this proxy statement to reflect events or circumstances after the date of this proxy statement or to reflect new information or the occurrence of unanticipated events or circumstances after the date of this proxy statement or to reflect new information or the occurrence of unanticipated events, except as required by law.



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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

References to “Xperi,” “we,” “us” and “our” refer to Xperi Inc. and its consolidated subsidiaries.

Company Overview

WHO WE ARE

We are a leading consumer and entertainment technology company. We believe we create extraordinary experiences at home and on the go for millions of consumers around the world, enabling our unique audiences to connect with content in a more intelligent, immersive, and personal way. Powering smart devices, connected cars, entertainment experiences and more, we bring together ecosystems designed to reach highly-engaged consumers, allowing us and our ecosystem partners to uncover significant new business opportunities, now and in the future. Our technologies are integrated into consumer devices and a variety of media platforms worldwide, driving increased value for our partners, customers, and consumers.

GOVERNANCE HIGHLIGHTS

We are committed to high standards of corporate governance and in doing so are committed to building long-term stockholder value. We highlight some of our corporate governance practices below, as discussed further in this proxy statement:

BOARD INDEPENDENCE & COMPOSITION

•

Number of Directors: 7

•

All of our directors, other than our CEO, are independent, including our chairman of the Board

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100% independent Audit, Compensation and Nominating and Corporate Governance Committees

•

All directors attended at least 75% of aggregate Board and committee meetings in 2024 on which such director served during the time such director served on the Board or committees

•

Our Board reflects broad industry experience, backgrounds, and technical and financial expertise

•

Regular executive sessions among the independent directors, with the Chair of the Board presiding at each executive session

GOVERNANCE POLICIES & PRACTICES

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Annual elections of all directors

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No supermajority voting requirements to amend certificate of incorporation or bylaws

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Annual Board performance and self-evaluations

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Active stockholder engagement program

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Formalized Corporate Governance Guidelines for considering diversity of backgrounds and experiences in selecting director nominees that is reviewed regularly for best practices

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Our Board enjoys unrestricted access to Company management, employees and professional advisers

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A clear Code of Business Conduct and Ethics that is reviewed regularly for best practices

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A clawback policy that provides that our Compensation Committee or Board will require the forfeiture or recovery of incentive compensation from an executive officer in the event of restatement of the Company’s financial results due to its material noncompliance with any financial reporting requirement under U.S. securities laws

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An anti-corruption policy that applies to all employees and directors, to ensure compliance with the U.S. Foreign Corrupt Practices Act and all other applicable anti-corruption and anti-bribery laws

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A policy prohibiting hedging, pledging or shorting of Company stock by all employees and directors



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•

A policy to assist directors and personnel to provide full, fair, accurate, timely and understandable disclosures about the Company in accordance with federal securities laws

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A policy requiring disclosure of related person transactions involving directors or executive officers, and approval or ratification of such transactions by the Audit Committee

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The Compensation Committee’s engagement of an independent compensation consultant

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Minimum stock ownership requirement of five times base salary for our CEO, 1.5 times base salary for our other executive officers, and three times annual cash retainer (excluding committee and chair retainers) for our independent directors, to ensure that our executive officers and directors remain aligned with the interests of the Company and its stockholders

Environmental, Social, and Governance (ESG)

At Xperi, we understand our investment in ESG plays a role in our ongoing success, which is why we aim to understand and approach ESG matters with flexibility, transparency, and accountability. Our goal is to enable extraordinary experiences for millions of people around the world and that starts with a commitment to a brighter future for everyone.

Please visit our website at investor.xperi.com for more information on ESG at Xperi.

2024 Stockholder Engagement

At Xperi, our Board and management team value feedback provided by our stockholders, including feedback related to our executive compensation programs and practices. We engage with our stockholders on various matters, including business and operational performance and strategy, corporate governance, and executive compensation practices. Our cross-functional team that participates in these discussions to address our stockholders’ focus areas generally include members of our senior management, our Investor Relations, Finance and Legal departments, as well various members of our Board and the chair of our Compensation Committee.

Following our 2024 annual meeting of stockholders, we continued our stockholder engagement efforts, including outreach to institutional investors within Xperi’s top 30 stockholder base which, in the aggregate, held approximately 67% of our outstanding shares. We engaged in discussions with all that responded to our outreach. During these meetings, we actively engaged with our stockholders regarding various Board, operational, corporate governance, and executive compensation topics.

In addition, during our quarterly earnings calls, our stockholders could ask questions and Xperi management was able to respond to them during the earnings call. We also met with stockholders after each of our quarterly earnings calls for fiscal year 2024, and discussed our financial, business and operational performance as well as other topics of interest to particular stockholders. We maintain an Investor Relations email, ir@xperi.com, for our stockholders to contact and engage with us at any time. See “How We Communicate and Listen to You” below in this proxy statement, for further information regarding our year-round engagement.



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Board Nominees


		Director	Experience/	Independent		Committee	Other Company
Name	Age	Since	Qualification	Yes	No	Memberships	Boards
Darcy Antonellis	62	2022	• CEO experience • Public and private company executive • Extensive experience in media technology and content services, media and entertainment industry			• Nominating and Corporate Governance Committee Chair • Audit Committee • Compensation Committee	• Cinemark Holdings, Inc. • Bango Plc • Vionlabs AB (private)
Laura J. Durr	64	2022	• Public company CFO experience • Extensive accounting and finance expertise • Financial and operational experience in leading Silicon Valley technology companies			• Audit Committee Chair • Nominating and Corporate Governance Committee	• NETGEAR, Inc. • Owlet, Inc.
Jeremi T. Gorman	47	2024	• Public company executive experience • Extensive digital media, marketing, advertising and entertainment experience			• Nominating and Corporate Governance Committee	• GameSquare Holdings, Inc. • Revitate (private) • Women for Women International
David C. Habiger	56	2022	• CEO experience • Extensive experience in digital media and entertainment • Director of the Federal Reserve Bank of Chicago			• Board Chair • Compensation Committee	• Reddit, Inc. • Boston Scientific Corporation • Enersys
Jon E. Kirchner	57	2022	• Public company CEO • Extensive experience in digital media and entertainment			None	None
Roderick K. Randall	66	2024	• Public and private company executive experience • Extensive experience in telecommunications, wireless, computer-networking and electric vehicle industries			• Compensation Committee	• MagLev Aero Inc. (private) • Mavenir Systems Inc. (private)
Christopher Seams	62	2022	• Public company executive • Extensive experience in technology industry • Senior member of IEEE			• Compensation Committee Chair • Audit Committee • Nominating and Corporate Governance Committee	• ONTO Innovation Inc.

Executive Compensation

PHILOSOPHY

The executive compensation program emphasizes performance-based compensation and the amount of compensation paid to our executives varies significantly based on overall strategic and financial performance. The primary objective of our executive compensation program is to build long-term stockholder value. Our approach to short-term compensation is to pay for current results and strategic actions taken that are expected to translate into improved future financial performance. Combined with our emphasis on long-term equity compensation, we believe this approach appropriately motivates, rewards and retains our executives, while providing strong alignment with our stockholders. We hold our executives to stringent performance standards and, as a result, our executive compensation plans are designed to pay competitively if strategic and financial performance objectives are met and less so if targeted performance levels are not achieved.



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The Board or Compensation Committee has adopted the following practices related to executive compensation:

Compensation Practices

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Clawback policy

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Minimum stock ownership guidelines

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No single-trigger change in control agreements

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No guaranteed bonuses under our annual bonus plan and extremely limited perquisites

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Prohibition on hedging and pledging shares

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No stock option exchanges or repricing without stockholder approval

A more detailed discussion of our executive compensation program and practices is set forth under the heading “Executive Compensation and Related Information” below.

Auditors

The Audit Committee appointed Deloitte & Touche LLP as the independent registered public accounting firm for the Company and its subsidiaries for the year ending December 31, 2025. We are asking our stockholders to ratify this appointment.


Voting Matters	Board Vote Recommendation	Page Reference (for more detail)
Proposal 1 – Election of Directors	FOR Each Nominee	12
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	52



XPERI - Proxy Statement			6

About the Meeting

What is the Purpose of the Annual Meeting?

At the Annual Meeting, stockholders will vote on: (1) the election of the seven directors named in this proxy statement; (2) the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and (3) any other business that may properly come before the meeting or any adjournment or postponement thereof.

Who is Entitled to Vote?

You may attend and vote at the Annual Meeting if you were a holder of record of our common stock as of the close of business on March 3, 2025, or if you hold a valid proxy for the Annual Meeting. The outstanding common stock constitutes the only class of our securities entitled to vote at the Annual Meeting, and each holder of common stock shall be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. No cumulative voting is permitted for election of directors. At the close of business on March 3, 2025, there were 45,518,259 shares of our common stock issued and outstanding.

What are the Board of Directors’ Recommendations on the Proposals?

The Board’s recommendation is set forth together with the description of each proposal in this proxy statement. In summary, the Board unanimously recommends a vote FOR the election of each nominee for director, and FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025.

How do I Vote My Shares?

Voting in Advance of the Annual Meeting

Stockholders whose shares are registered in their own names may vote by proxy by mail, over the Internet or by telephone. Instructions for voting by proxy over the Internet or by mail are set forth on the Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting mailed to you, or on the proxy card mailed to you if you chose to receive materials by mail. Instructions for voting by proxy by telephone are available on the Internet site identified on the Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting or on the proxy card mailed to you if you chose to receive materials by mail. The Internet and telephone voting facilities will close at 8:59 p.m., Pacific Time, on April 24, 2025. If you access http://www.proxyvote.com using the instructions on the Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting, you also will be given the option to elect to receive future proxy materials by e-mail or in printed form by mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to the proxy materials and a link to the proxy voting site. Your election to receive future proxy materials by e-mail or in printed form by mail will remain in effect until you terminate such election.



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If you sign and return a proxy card by mail but do not give voting instructions, your shares will be voted (1) FOR all seven of the nominees named in Proposal No. 1 in this proxy statement; and (2) FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2025. As of the date of this proxy statement, our Board is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to above and does not intend to bring any other matters before the Annual Meeting. However, if other matters should come before the Annual Meeting, it is intended that the holders of proxies named in the Company's proxy card will vote thereon in their discretion.

If your shares are held in street name, the voting instruction form sent to you by your broker, bank or other nominee should indicate whether the institution has a process for beneficial holders to provide voting instructions over the Internet or by telephone. A number of banks and brokerage firms participate in a program that permits stockholders whose shares are held in street name to direct their vote over the Internet or by telephone. If your bank or brokerage firm gives you this opportunity, the voting instructions from the bank or brokerage firm that accompany this proxy statement will tell you how to use the Internet or telephone to direct the vote of shares held in your account. If your voting instruction form does not include Internet or telephone information, please complete and return the voting instruction form in the self-addressed, postage-paid envelope provided by your broker. Stockholders who vote by proxy over the Internet or by telephone need not return a proxy card or voting instruction form by mail, but may incur costs, such as usage charges, from telephone companies or Internet service providers.

Voting in Person at the Annual Meeting

If you plan to attend the Annual Meeting and wish to vote in person, you may vote by delivering your completed proxy card in person or you may vote by completing a ballot at the Annual Meeting. Please note, however, that if your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at the Annual Meeting, you must obtain a legal proxy from the broker, bank or other nominee who is the record holder of your shares, authorizing you to vote at the Annual Meeting.

Can I Change My Vote After I Return My Proxy Card?

Yes, any proxy may be revoked at any time before it is exercised by filing with the Company’s Secretary an instrument revoking it or by submitting prior to the time of the Annual Meeting a duly executed proxy bearing a later date. Stockholders who have voted by proxy over the Internet or by telephone or have executed and returned a proxy and who then attend the Annual Meeting and desire to vote at the Annual Meeting are requested to so notify the Secretary in writing prior to the time of the Annual Meeting. Attending the meeting will not revoke your proxy unless you vote at the Annual Meeting or send us a written notice of revocation. We request that all such written notices of revocation to the Company be addressed to Rebecca K. Marquez, Secretary, Xperi Inc., at the address of our principal executive offices at 2190 Gold Street, San Jose, CA 95002. Our telephone number is (408) 519-9100. Stockholders may also revoke their proxy by granting a subsequent proxy over the Internet or by telephone.

What Does it Mean if I Get More than One Proxy Card?

If your shares are registered differently or are held in more than one account at the transfer agent and/or with banks or brokers, you may receive more than one Internet Notice or set of proxy materials. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.

What does “Householding” mean and How Does it Affect Me?

We have adopted a procedure approved by the Securities and Exchange Commission (the “SEC”) known as “householding.” This procedure allows multiple stockholders residing at the same address the convenience of receiving a single copy of our 2024 Annual Report and proxy statement, if they have elected to receive proxy materials by mail. This allows us to save money by reducing the number of documents we must print and mail, and helps protect the environment. Householding is available to both registered stockholders (i.e., those stockholders with certificates registered in their name) and street name holders (i.e., those stockholders who hold their shares through



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a brokerage).

If you are a registered stockholder that has requested to receive proxy materials by mail and you have consented to our mailing of proxy materials and other stockholder information only to one account in your household, as identified by you, we will deliver or mail a single copy of our 2024 Annual Report and proxy statement for all registered stockholders residing at the same address. Your consent will be perpetual unless you revoke it, which you may do at any time by contacting the Householding Department of Broadridge Financial Solutions, Inc. at 51 Mercedes Way, Edgewood, NY 11717, or by calling (866) 540-7095. If you revoke your consent, we will begin sending you individual copies of future mailings of these documents within 30 days after we receive your revocation notice. If you received a householded mailing this year, and you would like to have additional copies of our 2024 Annual Report and proxy statement mailed to you, please call Investor Relations at (408) 519-9100, send an e-mail request to IR@xperi.com, or write to c/o Investor Relations, Xperi Inc., 2190 Gold Street, San Jose, CA 95002 and we will promptly mail the requested copy.

Registered stockholders that have requested to receive proxy materials by mail and have not consented to householding will continue to receive copies of our Annual Reports on Form 10-K and our proxy statements for each registered stockholder residing at the same address. As a registered stockholder, you may elect to participate in householding and receive only a single copy of the Annual Reports on Form 10-K and proxy statements for all registered stockholders residing at the same address by contacting Broadridge as outlined above.

Stockholders who hold their shares through a brokerage may elect to participate in householding or revoke their consent to participate in householding by contacting their respective brokers.

What is a Quorum?

A quorum of stockholders is necessary to take action at the Annual Meeting. Stockholders representing a majority in voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy at the Annual Meeting will constitute a quorum. We will appoint an election inspector for the meeting to determine whether or not a quorum is present and to tabulate votes cast by proxy or in person at the Annual Meeting. If a quorum is not present or represented at the scheduled time of the Annual Meeting, the Chairperson of the Annual Meeting may adjourn the meeting.

What Vote is Required to Approve Each Proposal?

Proposal 1—Election of Directors

The Company has adopted a majority vote standard for non-contested director elections and a plurality vote standard for contested director elections. In an uncontested election, where a quorum is present, each director will be elected by the affirmative vote of a majority of votes cast with respect to such director by the shares represented and entitled to vote therefor at the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast, and therefore will have no effect on the outcome of the election of directors. The voting standard is discussed further under the section entitled “Proposal No. 1—Election of Directors—Required Vote and Board of Directors’ Recommendation.”

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal is required to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. Abstentions have the same effect as votes against this proposal. As discussed below, we do not expect to have any broker non-votes for this proposal because Proposal 2 is considered a “routine” matter for which brokers have discretionary authority to vote on behalf of the beneficial owners.



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What are Broker Non-Votes?

If your shares are held by a broker, bank or other stockholder of record, in nominee name or otherwise (typically referred to as being held in “street name”) and you do not instruct your broker how to vote your shares, your broker will not have discretion to vote your shares on any of the non-routine matters. A broker non-vote occurs when a broker, bank, or other stockholder of record, exercising its fiduciary powers, submits a proxy for the Annual Meeting but does not vote on a particular proposal because such holder does not have discretionary voting authority with respect to that proposal and has not received voting instructions from the beneficial owner. Under the rules that govern brokers, brokers have the discretion to vote on routine matters, but not on non-routine matters. At the Annual Meeting, Proposal 1 (Election of Directors) is considered a non-routine matter and therefore brokers do not have the discretion to vote and broker non-votes may occur. Proposal 2, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, is treated as a routine matter and therefore we do not expect any broker non-votes for Proposal 2.

Broker non-votes will be counted as shares present for the purpose of determining the presence of a quorum. We encourage you to provide instructions to your broker regarding the voting of your shares.

What is an Abstention?

An abstention represents a stockholder's affirmative choice to decline to vote on a proposal. Proxies marked “abstain” will be counted as shares present for the purpose of determining the presence of a quorum.

How Will Xperi Solicit Proxies?

The accompanying proxy is solicited by and on behalf of our Board of Directors, whose Notice of Annual Meeting is attached to this Proxy Statement. The costs and expenses of preparing and mailing proxy solicitation materials for the Annual Meeting and other costs of the proxy solicitation will be borne by us. Certain of our officers, employees and third parties may also solicit the submission of proxies authorizing the voting of shares in accordance with the Board of Directors’ recommendations. Such solicitations may be made by telephone or personal solicitation. No additional compensation will be paid to officers, directors or regular employees for such services. We may pay fees to other third-party solicitors. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in sending proxy material to stockholders.

Will there be a Question and Answer session at the Annual Meeting?

Stockholders who attend the Annual Meeting will have an opportunity ask questions after the conclusion of the formal portion of the meeting. We intend to answer appropriate questions that are pertinent to the Company as time permits. Questions should be succinct and only cover a single topic. We will endeavor to address as many questions as time permits, and will not address questions that are, among other things:

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irrelevant to the business of the Company or to the business of the Annual Meeting;

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related to material non-public information of the Company, including the status or results of our business since our last Annual Report on Form 10-K;

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related to any pending, threatened or ongoing litigation;

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related to personal grievances;

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derogatory references to individuals or that are otherwise in bad taste;

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substantially repetitious of questions already submitted by another stockholder;



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•

in excess of the two question limit;

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in furtherance of the stockholder’s personal or business interests; or

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out of order or not otherwise suitable as determined by the chairperson or secretary of the Annual Meeting in their reasonable judgment.



XPERI - Proxy Statement			11

Proposal 1—Election of Directors

The Board of Directors has nominated the seven (7) individuals identified under “Director Nominees” below for election as directors, all of whom are currently directors of the Company. Each of the nominees has agreed to be named in this proxy statement and to serve as a director if elected. Our Board of Directors has fixed the number of directors at seven (7) and is currently comprised of the below referenced (7) members. Directors are elected at each annual meeting and hold office until their successors are duly elected and qualified at the next annual meeting. In the absence of instructions to the contrary, the persons named as proxy holders in the accompanying proxy intend to vote in favor of the election of the seven (7) nominees designated below to serve until the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) and until their respective successors shall have been duly elected and qualified. Each nominee has consented to being named in this proxy statement and to serve, if elected. If any nominee is unable to serve or for good cause will not serve as a director, it is intended that the proxies will be voted for any substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected.

The nominees for election to the Board of Directors, including their principal occupations, business experience and other biographical information, are as follows:

     
    Darcy Antonellis
Director since 2022
Age 62

Skills and Qualifications:

•

CEO experience

•

Public and private company executive

•

Extensive experience in media technology and content services, media and entertainment industry

•

Extensive operations and engineering experience

•

Three-time Emmy recipient within Technical Production and Engineering

•

Voting member of the Academy of Motion Picture Arts and Sciences

•

Society of Motion Picture and Television Engineers (“SMPTE”) Fellow

•

NACD Credentialed, including Cybersecurity Oversight

•

M.B.A. from Fordham University

•

BSEET from Temple University

Current Directorships:

•

Cinemark Holdings, Inc.

•

Bango plc

•

Vionlabs AB (private)

Past Directorships:

•

Xperi Holding Corporation (now known as Adeia Inc.)

•

Xperi Corporation

•

Metaverse Acquisition Corp. (private)

•

Vubiquity, Inc.

SEC Form DEF 14A filed by Xperi Inc.