POWER INTEGRATIONS INC

8-K · ea0293518-8k_power.htm iXBRL

0000833640

 2026-06-03
 2026-06-03

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 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):
 June 3, 2026

  

  

  

 Power Integrations, Inc.

 (Exact name of registrant as specified in its charter)

  

  

  

 Delaware
  
 000-23441
  
 94-3065014

 (State or other jurisdiction
  
 (Commission File Number)
  
 (IRS Employer

 of incorporation)
  
  
  
 Identification No.)

  

 5245 Hellyer Avenue , San Jose , California
  
 95138-1002

 (Address of principal executive offices)
  
 (Zip Code)

  

 Registrant’s telephone number, including
area code ( 408 ) 414-9200

  

  

  

 (Former
name or former address, if changed since last report.)

  

 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, $0.001 Par Value
  
 POWI
  
 The 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 5.07. 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.

  

 1

  

 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.

  

 2

  

 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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