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): April 27, 2018

XPERI CORPORATION

(Exact name of Registrant as Specified in its Charter)

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 (see General Instruction A.2. below):

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.   ☐

On April 27, 2018, the Company’s stockholders approved the Seventh Amended and Restated 2003 Equity Incentive Plan (the “Restated Plan”), as amended by the First Amendment thereto (the “First Amendment”). The terms of the Restated Plan and the First Amendment are described in the Company’s Definitive Proxy Statement, filed on March 14, 2018, and its Proxy Statement Supplement, filed on April 18, 2018, respectively.

On April 27, 2018, the Company’s stockholders approved the Amended and Restated 2003 Employee Stock Purchase Plan (the “Restated ESPP”). The terms of the Restated ESPP are described in the Company’s Definitive Proxy Statement, filed on March 14, 2018.

The discussion of the terms of the Restated Plan, the First Amendment, and the Restated ESPP is qualified by the text of the Restated Plan, the First Amendment, and the Restated ESPP, which are incorporated by reference as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K.

On April 27, 2018, the Board approved an amendment to the Company’s Amended and Restated Bylaws, as amended, to decrease the size of the Board from eight (8) persons to seven (7) persons, effective immediately prior to the election of directors at the Company’s 2018 Annual Meeting of Stockholders on April 27, 2018.

The preceding discussion of the Company’s amendment to its Amended and Restated Bylaws is qualified by the text of the amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Company held its Annual Meeting of Stockholders on April 27, 2018 in Westlake Village, California. The results of the matters voted on by the stockholders are set forth immediately below.

Proposal 1

To elect seven (7) members of the Board to hold office until the next annual meeting or until their successors are duly elected and qualified:

Proposal 2

To approve the Xperi Corporation Seventh Amended and Restated 2003 Equity Incentive Plan, as amended by the First Amendment thereto:

Proposal 3

To approve the Xperi Corporation Amended and Restated 2003 Employee Stock Purchase Plan:

Proposal 4

To hold an advisory vote on executive compensation:

Proposal 5

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accountants of the Company for its year ending December 31, 2018:

(d) Exhibits.

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.