8-K

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): May 19, 2023

______________

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 95138-1002

(Address of principal executive offices, including 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:

☐ 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	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 5.07. Submission of matters to a Vote of Security Holders

Power Integrations, Inc. (“Power Integrations” or the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 19, 2023. 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 to the Board of Directors of the Company (the “Board”) each of the following seven nominees as directors to serve until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified. The tabulation of votes on this matter was as follows:

Nominee	Shares Voted For	Shares Withheld
Wendy Arienzo	52,147,421.79	647,159.00
Balu Balakrishnan	50,961,621.79	1,832,959.00
Nicholas E. Brathwaite	49,898,179.79	2,896,401.00
Anita Ganti	52,579,211.79	215,369.00
Nancy Gioia	52,647,385.79	147,195.00
Balakrishnan S. Iyer	49,647,009.79	3,147,571.00
Ravi Vig	52,671,538.79	123,042.00

There were 2,298,786.00 broker non-votes for this proposal.

2.Power Integrations’ stockholders approved, on an advisory basis, 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:	50,162,079.81
Shares voted against:	2,307,697.98
Shares abstaining:	324,803.00
Broker non-votes:	2,298,786.00

3.Power Integrations’ stockholders indicated, on an advisory basis, a preference for a one-year frequency of stockholder advisory votes on the compensation of Power Integrations’ named executive officers. The tabulation of votes on this matter was as follows:

Shares voted for one year:	49,892,420.79
Shares voted for two years:	19,545.00
Shares voted for three years:	2,277,594.00
Shares abstaining:	237,724.00
Broker non-votes:	2,666,083.00

Consistent with the voting results, the Company has determined to hold an advisory vote on the compensation of the Company’s named executive officers annually until the next stockholder vote on the frequency of say-on-pay votes is required under Section 14A of the Securities Exchange Act of 1934, as amended.

4.Power Integrations’ stockholders ratified the selection by the Audit Committee of the Board of Deloitte & Touche LLP as the independent registered public accounting firm of Power Integrations for its fiscal year ending December 31, 2023. The tabulation of votes on this matter was as follows:

Shares voted for:	53,995,193.79
Shares voted against:	1,055,492.00
Shares abstaining:	42,681.00
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.
May 23, 2023	By:	/s/ SANDEEP NAYYAR
		Sandeep Nayyar
		Chief Financial Officer

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Document and Entity Information	May 19, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 19, 2023
Entity File Number	000-23441
Entity Registrant Name	Power Integrations, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3065014
Entity Address, Address Line One	5245 Hellyer Avenue
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95138-1002
City Area Code	408
Local Phone Number	414-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	POWI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000833640
Amendment Flag	false