INDI Indie Semiconductor, Inc. - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of indie Semiconductor, Inc. (the “Company”) previously approved amending the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), subject to stockholder approval. As disclosed in Item 5.07 of this Form 8-K, at the Company’s 2026 annual meeting of stockholders held on May 28, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the 2021 Plan to increase the number of shares of the Company’s Class A common stock available for award grants under the 2021 Plan by 17,000,000 shares.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on four (4) proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 17, 2026 (“Proxy Statement”). The voting results for each of these proposals are detailed below.

(i)

The stockholders elected each of the following three directors to serve as Class II directors of the Board for a term expiring at the 2029 annual meeting of stockholders and until their respective successors are elected and qualified, by the vote set forth below:

Nominee

For

Withhold

Broker Non-Votes

Diane Biagianti

113,390,882

20,590,925

29,067,298

Diane Brink

112,023,802

21,958,005

29,067,298

Karl-Thomas Neumann

131,895,755

2,086,055

29,067,295

(ii)

The stockholders voted, on an advisory basis, to approve the named executive officers’ compensation as disclosed in the Proxy Statement, by the vote set forth below:

For

Withhold

Abstain

Broker Non-Votes

124,667,081

7,794,278

1,520,448

29,067,298

(iii)

The stockholders approved an amendment to the 2021 Plan to increase the number of shares of Class A common stock reserved for issuance thereunder by 17,000,000 shares, by the vote set forth below:

For

Withhold

Abstain

Broker Non-Votes

101,988,508

29,239,290

2,754,007

29,067,300

(iv)

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the vote set forth below:

For

Withhold

Abstain

Broker Non-Votes

161,511,420

542,620

995,065

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