Good day, welcome to the 2026 Annual Meeting of Stockholders of Adeia Inc. I would like to now turn the conference over to Paul Davis, chairman of the meeting. Please go ahead.
Thank you. Good morning, ladies and gentlemen. Welcome to the 2026 Annual Meeting of Stockholders of Adeia Inc. I am Paul Davis, Chief Executive Officer of Adeia. We thank you for participating online in today's virtual annual meeting. At this time, I call the meeting to order. There are four items of business on today's agenda. First, the election of directors. Second, the advisory approval of the compensation of our named executive officers, as described in the proxy statement.
Third, the approval of an amendment to the company's amended and restated 2020 Equity Incentive Plan. Fourth, the approval and ratification of the appointment of the company's independent registered public accounting firm. Pursuant to the company's bylaws and resolutions of the board, I will act as Chairman of this meeting. Kevin Tanji, the company's Chief Legal Officer and Corporate Secretary, will act as secretary of the meeting.
I would like to take this opportunity to introduce the directors of the company who are present in addition to myself. Dan Moloney, our Chairman of the Board, Tonia O'Connor, Sue Molina, Adam Rymer, Phyllis Turner-Brim, and Sandeep Vij. I would like to introduce the executive officers that are present today in addition to myself and Kevin. Keith Jones, Chief Financial Officer, and Mark Kokes, Chief Revenue Officer.
I would also like to introduce Zach Walrick from PricewaterhouseCoopers, the company's independent registered public accounting firm, who is available to respond to appropriate questions from stockholders, if any, at this meeting. The Board of Directors of the company has appointed Heather Obi of The Carideo Group to act as Inspector of Elections. Ms. Obi has previously taken her oath as Inspector of Elections.
The secretary is an affidavit of mailing of the notice of the meeting of the company stockholders, together with the accompanying proxy materials and annual report from Broadridge Financial Solutions. The affidavit of mailing will be affixed to the minutes of this meeting.
Thank you, Paul. I present the affidavit of mailing from Broadridge Financial Solutions, Inc., which states that the notice of meeting and accompanying proxy materials and annual report were mailed on or about March 25th, 2026 to stockholders of record on March 9th, 2026, the record date for stockholders entitled to notice of this meeting in accordance with the bylaws of the company.
In addition, I have been advised by the Inspector of Elections that stockholders holding at least a majority of the company's issued and outstanding shares entitled to vote are represented virtually or by proxy at today's meeting. Therefore, a quorum is established, and the meeting is duly constituted, and the business of the meeting may proceed.
Thank you, Kevin. The report of the secretary of the existence of a quorum is accepted. I direct the affidavit of mailing to be made part of the minutes of the meeting. We may now proceed to transact the business for which the meeting has been called. Kevin, please describe the voting procedures and items to be voted on.
Thank you, Paul. I will now address voting procedures. If you have already submitted your vote by proxy prior to this meeting and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online before we close the polls in order for it to be counted.
After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. Accordingly, if you have not yet voted, I encourage you to vote online now. This annual meeting of stockholders has been called to permit stockholders of Adeia to consider and vote upon four proposals. The first item of business today is the election of directors.
Seven directors are nominated to be elected at today's meeting. Our bylaws provide that in an uncontested election, each director will be elected by a majority of votes cast. The directors elected today will hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
As indicated in the company's proxy statement, the board of directors has nominated the following persons to serve as directors: Dan Moloney, Paul Davis, Tonia O'Connor, Sue Molina, Adam Rymer, Phyllis Turner-Brim, and Sandeep Vij. The company's bylaws require that a stockholder who intends to nominate any person to be elected as a director at the annual meeting to provide advance notice to the company of such nomination. No such notice was received. Accordingly, I declare the nominations for directors closed.
The second item being submitted to stockholders for action is to approve, on an advisory basis, the compensation of the company's named executive officers, as described in the proxy statement. The third item being submitted to stockholders for action is to approve an amendment to the company's amended and restated equity incentive plan.
The final item being submitted to stockholders for action is to approve and ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026. Because no further business is scheduled to come before the stockholders, I declare the polls for each matter to be voted on at this meeting open at 10:07 A.M. Pacific Time today, May 7th, 2026, and direct that a vote of the stockholders be taken by online ballot on these four matters.
Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on March 9th, 2026. Online voting is now available for each stockholder or proxy present and entitled to vote at this meeting. Any stockholder who has previously given his or her proxy need not vote unless he or she desires to revoke the proxy and vote by online ballot at this meeting.
Now that everyone has had the opportunity to vote, I declare the polls for each matter voted upon at this meeting closed then direct the Inspector of Elections to collect and tabulate the votes, and upon completion to provide her report and state the results of the votes.
The Inspector of Elections has now provided the initial report on the voting results for the election of directors and the other proposals presented at this meeting, at the annual meeting. I have been advised by the Inspector of Election that each of the following seven nominees has received a majority of the votes cast for his or her election.
Dan Moloney, Paul Davis, Sue Molina, Tonia O'Connor, Adam Rymer, Phyllis Turner-Brim, and Sandeep Vij. Accordingly, each of such persons has been elected as a director of the company to serve until the company's 2027 annual meeting, or until his or her successor has been duly elected and qualified.
I've been further advised by the Inspector of Election that a majority of the votes cast virtually or represented by proxy and entitled to vote at the annual meeting were in favor of the approval on an advisory basis of the compensation of the company's named executive officers as described in the proxy statement.
That accordingly, the proposal is deemed to be approved by stockholders. I've been further advised by the Inspector of Election that a majority of the votes cast virtually or represented by proxy and entitled to vote at the annual meeting were in favor of the approval of the amendment to the company's amended and restated 2020 Equity Incentive Plan. That accordingly, the proposal has been approved.
I've been further advised by the Inspector of Elections that a majority of the votes cast virtually are represented by proxy and entitled to vote at the annual meeting were in favor of the approval and ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026, and that accordingly, the proposal has been approved. The Inspector of Elections will furnish the Secretary with a written report of the vote counts with respect to the matters voted on today, which shall be included in the minutes of the meeting.
This concludes the formal part of our meeting. I declare the meeting adjourned at 10:10 A.M. Pacific Time. We will now open the meeting for any questions. We do not have any questions. I would like to thank all of you for your attendance today and for your continued support of Adeia. You may now disconnect.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.