All Three Leading Independent Proxy Advisory Firms Support All Xperi Board Candidates
Egan-Jones Joins ISS and Glass Lewis in Recommending Stockholders Vote “FOR” All
Xperi Encourages Stockholders to Vote “FOR” All Five of the Company’s Nominees Ahead of the Annual Meeting on
Following the same recommendation as ISS and Glass Lewis, Egan-Jones concluded that “change in leadership is unwarranted as it would disrupt the transformation that is currently underway,” and recommended that “voting FOR [Xperi’s] nominees is in the best interest of the Company and its shareholders.”
Specifically, Egan-Jones highlighted Xperi’s “compelling… transformation strategy”:
- “Since the Adeia spin-off in 2022, Xperi has experienced a significant shift… and has paved the way to capitalize on its core segments.”
- “Xperi’s strategy… laid the foundation [for] its thriving status… [The Company’s] targets were achieved… delivering strong revenues, expanding Adjusted EBITDA margins and positive TSR, outperforming its peers as a stand-alone company.”
- “We give credit to the Company’s highly qualified and experienced management and board for unlocking… shareholder value from its prior state, and for effectively delivering the strategy and optimal results.”
Egan-Jones also highlighted
As noted, ISS also recommended in favor of all five of Xperi’s nominees, noting:
- “The company completed its spin-off less than two years ago, and appears to be executing on its long-term strategic plan. … [T]here does not appear to be a need for change at the board level at this time.”
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“Though it is less than two years since the spin-off transaction, there are multiple indications that the company is on pace to achieve its long-term plan presented in
September 2022 . The company has posted revenue growth and margin expansion over the last two years and appears on pace to hit multiple operating metrics in its key growth businesses.”
Glass Lewis recommended in favor of all five of Xperi’s director nominees as well, stating:
- “Rubric’s case against the status quo…falls short here. … [W]e believe full support for the incumbent board is warranted.”
- “[W]e ultimately do not [believe Rubric] has… presented an adequately comprehensive case for change, nor do we find there is adequate cause to conclude Rubric’s alternate nominees or promulgated path for Xperi are likely to result in a superior outcome…”
Commenting on the recommendations of all the major
The Board urges stockholders to vote “FOR” all five of Xperi’s skilled and experienced director candidates, and “WITHHOLD” on Rubric’s two candidates, using the BLUE proxy card.
Stockholders who have any questions or need assistance voting their shares should contact the Company’s proxy solicitor Morrow Sodali at (203) 658-9400 or XPER@info.morrowsodali.com.
About
Xperi invents, develops, and delivers technologies that enable extraordinary experiences. Xperi technologies, delivered via its brands (DTS®, HD Radio™, TiVo®), and by its startup, Perceive, are integrated into billions of consumer devices and media platforms worldwide, powering smart devices, connected cars and entertainment experiences, including IMAX® Enhanced, a certification and licensing program operated by IMAX Corporation and
©2024
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding: expectations regarding our future results of operations and financial position, objectives for future operations, and ongoing strategies. These forward-looking statements are based on information available to the Company as of the date hereof, as well as the Company’s current expectations, assumptions, estimates and projections that involve risks and uncertainties. In some cases, you can identify forward-looking statements by the words “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” and similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties and other factors are described under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended
Additional Information and Where to Find It
Xperi has filed with the
Permission to quote the Egan-Jones, Glass Lewis and ISS reports was neither sought nor obtained.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY XPERI AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.
Investors and security holders may obtain copies of these documents and other documents filed with the
XPER-C
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Xperi Investor Contact:
VP, Investor Relations
+1 408-321-3827
ir@xperi.com
Media Contact:
Senior Director, Corporate Communications
+1 949-518-6846
amy.brennan@xperi.com
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