0000833640-19-000122.txt : 20190524 0000833640-19-000122.hdr.sgml : 20190524 20190524172802 ACCESSION NUMBER: 0000833640-19-000122 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190522 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190524 DATE AS OF CHANGE: 20190524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWER INTEGRATIONS INC CENTRAL INDEX KEY: 0000833640 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943065014 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23441 FILM NUMBER: 19855449 BUSINESS ADDRESS: STREET 1: 5245 HELLYER AVE CITY: SAN JOSE STATE: CA ZIP: 95138 BUSINESS PHONE: 4084149200 MAIL ADDRESS: STREET 1: 5245 HELLYER AVE CITY: SAN JOSE STATE: CA ZIP: 95138 8-K 1 form8_k5x22x2019.htm 8-K Document


 
 
 
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 22, 2019
Power Integrations, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
000-23441
94-3065014
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
5245 Hellyer Avenue, San Jose, California
95138
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (408) 414-9200

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 (see General Instruction A.2. below):
[ ] 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, $0.001 Par Value
 
POWI
 
The Nasdaq Global Select Market
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.     Submission of Matters to a Vote of Security Holders
On May 22, 2019, the stockholders of Power Integrations, Inc. (“Power Integrations”) approved the Power Integrations, Inc. 2016 Incentive Award Plan, as amended and restated (the “Amended 2016 Plan”). The Amended 2016 Plan permits the grant of restricted stock unit awards, performance stock unit awards and performance cash awards to Power Integrations employees, consultants and directors. The Amended 2016 Plan is intended to help the company secure and retain the services of eligible award recipients and provide incentives for these individuals to exert maximum efforts for the success of the company and its affiliates.
The approval by the stockholders on May 22, 2019, increased the number of shares available for issuance under the 2016 Incentive Award Plan by 1,000,000 shares from 1,500,000 shares to 2,500,000 shares.
A more complete summary of the terms of the Amended 2016 Plan is set forth in the Power Integrations, Inc. Proxy Statement filed with the Securities and Exchange Commission on March 28, 2019. That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended 2016 Plan, which is filed as Appendix A to the Proxy Statement. 
Item 5.07.     Submission of Matters to a Vote of Security Holders
Power Integrations held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on May 22, 2019. 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 each of the directors proposed by Power Integrations for re-election, to serve until Power Integrations’ 2020 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified. The tabulation of votes on this matter was as follows:
Nominee
 
Shares
Voted For
 
Shares
Withheld
Wendy Arienzo
 
26,956,214

 
77,574

Balu Balakrishnan
 
26,811,276

 
222,512

Nicholas E. Brathwaite
 
25,215,590

 
1,818,198

William L. George
 
26,602,259

 
431,529

Balakrishnan S. Iyer
 
26,217,955

 
815,833

Necip Sayiner
 
26,837,431

 
196,357

Steven J. Sharp
 
26,796,996

 
236,792

There were 1,347,994 broker non-votes for this proposal.        
2. Power Integrations’ stockholders approved, on an advisory basis, a resolution approving 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:
Shares voted for:
23,587,420

Shares voted against:
3,442,717

Shares abstaining:
3,651

Broker non-votes:
1,347,994

3. Power Integrations’ stockholders approved the amendment and restatement of the Power Integrations, Inc. 2016 Incentive Award Plan, as disclosed in Power Integrations’ proxy statement. The tabulation of votes on this matter was as follows:
Shares voted for:
26,028,868

Shares voted against:
998,369

Shares abstaining:
6,551

Broker non-votes:
1,347,994


4. Power Integrations’ stockholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm of Power Integrations for its fiscal year ending December 31, 2019. The tabulation of votes on this matter was as follows:
Shares voted for:
27,970,763

Shares voted against:
363,799

Shares abstaining:
47,220

Broker non-votes:







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.
 
Power Integrations, Inc.
 
 
 
 
By:
 /s/ Sandeep Nayyar
 
 
 
Name:
Sandeep Nayyar
 
 
Title:
Chief Financial Officer
 
 
 
 
 
Dated:  May 24, 2019