Power Integrations Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2026, Power Integrations, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). Present in person or by proxy at the Meeting were shares of Common Stock representing 53,728,568 votes, or approximately 96.45% of the 55,703,980 shares outstanding and entitled to vote as of the record date of April 13, 2026, and which constituted a quorum.
At the Meeting, the Company’s stockholders: (i) elected Wendy Arienzo, Ph.D., Anita Ganti, Nancy Gioia, Balakrishnan S. Iyer, Jennifer Lloyd, Ph.D., Gregg Lowe, and Ravi Vig, each to serve as a director of the Company until the 2027 Annual Meeting of Stockholders as described in Proposal One; (ii) approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as described in Proposal Two; (iii) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 as described in Proposal Three; (iv) approved an amendment and restatement of the Company’s 2016 Incentive Award Plan to increase the number of shares of common stock reserved for issuance thereunder as described in Proposal Four; and (v) did not approve a stockholder proposal related to the separation of the office of Chairman and the office of Chief Executive Officer as described in Proposal 5.
The following tables set forth the results of the voting at the Meeting.
Proposal One – to elect seven (7) directors each to hold office until the Company’s 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his earlier death, resignation, or removal:
| Director Nominees | For | Withheld | Broker Non-votes | |||
| Wendy Arienzo, Ph.D. | 50,337,805 | 840,578 | 2,550,185 | |||
| Anita Ganti | 50,821,276 | 357,107 | 2,550,185 | |||
| Nancy Gioia | 50,993,502 | 184,881 | 2,550,185 | |||
| Balakrishnan S. Iyer | 45,129,046 | 6,049,337 | 2,550,185 | |||
| Jennifer Lloyd, Ph.D. | 51,110,446 | 67,937 | 2,550,185 | |||
| Gregg Lowe | 51,003,012 | 175,371 | 2,550,185 | |||
| Ravi Vig | 50,723,251 | 455,132 | 2,550,185 |
Each of the director nominees received the required affirmative vote of holders of a plurality of the votes cast and, therefore, each of the Company’s nominees were elected as a director to hold office until the Company’s 2027 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.
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Proposal Two – to approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-votes | |||||||||||
| 47,396,523 | 3,775,693 | 6,167 | 2,550,185 | |||||||||||
Proposal Two required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders as set forth in the table above.
Proposal Three – to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
| For | Against | Abstain | Broker Non-votes | |||||||||||
| 52,771,119 | 937,542 | 19,907 | 0 | |||||||||||
Proposal Three required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders as set forth in the table above.
Proposal Four – to approve an amendment and restatement of the Power Integrations, Inc. 2016 Incentive Award Plan to increase the number of shares of Common Stock reserved for issuance thereunder:
| For | Against | Abstain | Broker Non-votes | |||||||||||
| 42,512,170 | 8,641,807 | 24,406 | 2,550,185 | |||||||||||
Proposal Four required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders as set forth in the table above.
Proposal Five – to approve a stockholder proposal related to the separation of the office of Chairman and the office of Chief Executive Officer:
| For | Against | Abstain | Broker Non-votes | |||||||||||
| 5,778,974 | 45,300,365 | 99,043 | 2,550,185 | |||||||||||
Proposal Five required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was not approved by stockholders as set forth in the table above.
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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. | ||
| Dated: June 4, 2026 | By: | /s/ Andrew S. Hughes |
| Andrew S. Hughes | ||
| Senior Vice President, General Counsel & Corporate Secretary | ||
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