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INDI · Current Report (Form 8-K) · Filed May 29, 2026

Indie Semiconductor Inc — Current Report (Form 8-K)

Form
8-K
Filed
May 29, 2026
Period
May 28, 2026
Ticker
INDI
Accession
0001193125-26-248380
Indie Semiconductor Inc on Boardroom AlphaView on SEC EDGAR
Boardroom Alpha · Filing insights

Stockholders approved increasing the 2021 Omnibus Equity Incentive Plan by 17,000,000 Class A shares. They elected three Class II directors, approved advisory compensation, and ratified KPMG.

About Indie Semiconductor Inc
Market cap
$1.2B
1Y TSR
+43.8%
3Y TSR
−22.1%
Board grade
D
Sector
Technology
CEO
Donald McClymont
Last annual meeting: May 28, 2026 · View full Indie Semiconductor Inc profile →
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): May 28, 2026

 

 

indie Semiconductor, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40481

88-1735159

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

32 Journey

 

Aliso Viejo, California

 

92656

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (949) 608-0854

 

 

(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

Class A common stock, par value $0.0001 per share

 

INDI

 

The Nasdaq Stock Market LLC

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.

(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

 

 

 

-

 

 

 

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.

 

 

 

INDIE SEMICONDUCTOR, INC.

 

 

 

 

Date:

May 29, 2026

By:

/s/ Audrey Wong

 

 

 

Audrey Wong
Chief Legal Officer and Secretary

 

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Reference

Frequently asked questions

When did Indie Semiconductor Inc file this 8-K?
Indie Semiconductor Inc (INDI) filed this Current Report (Form 8-K) with the SEC on May 29, 2026. The accession number assigned by EDGAR is 0001193125-26-248380.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Stockholders approved increasing the 2021 Omnibus Equity Incentive Plan by 17,000,000 Class A shares. They elected three Class II directors, approved advisory compensation, and ratified KPMG. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Indie Semiconductor Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Indie Semiconductor Inc has filed under CIK 1841925, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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