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): December 30, 2021

XPERI HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-39304	84-4734590
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3025 Orchard Parkway

San Jose, California 95134

(Address of Principal Executive Offices, including Zip Code)

(408) 321-6000

(Registrant’s telephone number, including area code)

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, par value $0.001 per share	XPER	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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 30, 2021, the Board of Directors (the “Board”) of Xperi Holding Corporation (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board, appointed Tonia O’Connor as a member of the Board, effective immediately.

Ms. O’Connor served as the Chief Executive Officer of Chopra Global from March 2019 until February 2021. Prior to that, Ms. O’Connor served as President and Chief Revenue Officer of Univision Communications Inc., a leading Hispanic media company in the U.S., from January 2008 until July 2018. From 1994 to 2007, Ms. O’Connor served as Executive Vice President of Sales and Marketing for Gemstar TV Guide, a media company focusing on interactive guide technology. Prior to joining Gemstar TV Guide, Ms. O’Connor held an account executive position in sales and marketing division of ATS Mobile. Ms. O’Connor currently serves on the Syracuse University’s Board of Trustees on the Athletics, Academic Affairs and Advancement & External Affairs committees and on the board of directors of STRIVE, a national organization providing employment and training services to low-income communities.  Ms. O’Connor holds a degree in Broadcast Journalism and International Relationships from Syracuse University.

Ms. O’Connor will receive compensation from the Company as a non-employee director, as more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”).  In addition, the Company is expected to enter into a director and officer indemnification agreement with Ms. O’Connor, in the form attached as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020.

On January 4, 2022, the Company issued a press release announcing the appointment of Ms. O’Connor as a director, a copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Document
99.1	Press release dated January 4, 2022
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within Inline XBRL document.

SIGNATURE

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.

Date: January 4, 2022	Xperi HOLDING corporation
	By:	/s/ Robert Andersen
	Name:	Robert Andersen
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

tonia O’connor appointed to Xperi Board of Directors

SAN JOSE, Calif. (January 4, 2022) – Xperi Holding Corporation (Nasdaq: XPER) (the “Company”, “Xperi” or “we”) today announced the appointment of Tonia O’Connor to its Board of Directors effective December 30, 2021.  

"We are delighted to welcome Tonia to our Board of Directors. Her extensive experience across the media and IP industries will be a strong addition to our current Board," said Jon Kirchner, chief executive officer of Xperi.

O’Connor most recently served as the CEO of Chopra Global. Prior to Chopra Global, she served as President and Chief Revenue Officer at Univision Communications, where she oversaw Univision’s multi-billion-dollar portfolio and helped spearhead the launch of several new media businesses and successful networks. Prior to Univision, Ms. O’Connor held leadership roles at News Corp’s Gemstar, where she led negotiations for complex technology and intellectual property agreements, as well as content and marketing deals, and played an integral role in the growth of Gemstar’s IP assets.

O’Connor serves on Syracuse University’s Board of Trustees, where she is a member of the Athletics, Academic Affairs and Advancement & External Affairs Committees. She is also on the national Board of STRIVE, a Harlem-based nonprofit organization, serving people who face great obstacles to employment, preparing them for job readiness and sustainable careers. She previously served on the boards of fuboTV, GoldieBlox and El Rey Network. O’Connor received her BA as a dual major in Broadcast Journalism and International Relations from the S. I. Newhouse School at Syracuse University.  

About Xperi Holding Corporation

Xperi invents, develops, and delivers technologies that enable extraordinary experiences. Xperi technologies, delivered via its brands (DTS, HD Radio, IMAX Enhanced, Invensas, TiVo), and by its startup, Perceive, make entertainment more entertaining, and smart devices smarter. Xperi technologies are integrated into billions of consumer devices, media platforms, and semiconductors worldwide, driving increased value for partners, customers and consumers.

Xperi, DTS, IMAX Enhanced, Invensas, HD Radio, Perceive, TiVo and their respective logos are trademarks or registered trademarks of affiliated companies of Xperi Holding Corporation in the United States and other countries. All other company, brand and product names may be trademarks or registered trademarks of their respective companies.

Xperi Investor Contact:

Geri Weinfeld, Vice President of Investor Relations

+1 818-436-1231

geri.weinfeld@xperi.com

Xperi Media Contact:

Amy Brennan, Senior Director of Corporate Communications

+1 949-518-6846

amy.brennan@xperi.com

SOURCE: XPERI HOLDING CORP

XPER-C

XML

Document and Entity Information	Dec. 30, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 30, 2021
Entity Registrant Name	XPERI HOLDING CORPORATION
Entity Central Index Key	0001803696
Entity Emerging Growth Company	false
Entity File Number	001-39304
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	84-4734590
Entity Address, Address Line One	3025 Orchard Parkway
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	408
Local Phone Number	321-6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	XPER
Security Exchange Name	NASDAQ