SEC Comment Letter 0000000000-24-004098 to Xperi Inc. (XPER) (CIK 0001788999) (XPER)
Xperi Inc. (XPER) (CIK 0001788999)
Date: April 16, 2024 · CIK: 0001788999 · Accession: 0000000000-24-004098
AI Filing Summary & Sentiment
File numbers found in text: 001-41486
Letter
United States securities and exchange commission logo April 15, 2024 Becky Marquez Chief Legal Officer and Corporate Secretary Xperi Inc. 2190 Gold Street San Jose, CA 95002 Re:Xperi Inc. PRER14A filed April 10, 2024 File No. 001-41486 Dear Becky Marquez: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Amendment No. 1 to Preliminary Proxy Statement filed on Schedule 14A If I want to vote for one or both of the Rubric Nominees, can I use the BLUE proxy card?, page 1.We note your response to prior comment 4 and your statement that "voting on a white proxy card sent to you by Rubric is not the same as voting on the BLUE proxy card." Please revise to clarify that shareholders can vote for any director nominee on either card and to articulate more clearly what you believe is the different impact of voting on the white card. While we note your disclosure that doing so will revoke a previously-granted blue proxy card, it is not clear how that would affect the outcome/effect of the shareholder's voting choice. How many votes are needed to approve each proposal and what is the effect of withhold votes, abstentions and broker non-votes?, page 61 2.Please expand your response to prior comment 5 to address the extent of a broker's discretion with respect to all of the matters to be voted on, not just Proposal 2. In this
FirstName LastNameBecky Marquez Comapany NameXperi Inc. April 15, 2024 Page 2 FirstName LastName Becky Marquez Xperi Inc. April 15, 2024 Page 2 regard, we note that footnote (2) is limited to describing the extent of a broker's discretion only with respect to Proposal 2. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Brian Soares at 202-551-3690 or Christina Chalk at 202- 551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
April 15, 2024
Becky Marquez
Chief Legal Officer and Corporate Secretary
Xperi Inc.
2190 Gold Street
San Jose, CA 95002
Re:Xperi Inc.
PRER14A filed April 10, 2024
File No. 001-41486
Dear Becky Marquez:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Preliminary Proxy Statement filed on Schedule 14A
If I want to vote for one or both of the Rubric Nominees, can I use the BLUE proxy card?, page
56
1.We note your response to prior comment 4 and your statement that "voting on a white
proxy card sent to you by Rubric is not the same as voting on the BLUE proxy card."
Please revise to clarify that shareholders can vote for any director nominee on either card
and to articulate more clearly what you believe is the different impact of voting on the
white card. While we note your disclosure that doing so will revoke a previously-granted
blue proxy card, it is not clear how that would affect the outcome/effect of the
shareholder's voting choice.
How many votes are needed to approve each proposal and what is the effect of withhold votes,
abstentions and broker non-votes?, page 61
2.Please expand your response to prior comment 5 to address the extent of a broker's
discretion with respect to all of the matters to be voted on, not just Proposal 2. In this
FirstName LastNameBecky Marquez
Comapany NameXperi Inc.
April 15, 2024 Page 2
FirstName LastName
Becky Marquez
Xperi Inc.
April 15, 2024
Page 2
regard, we note that footnote (2) is limited to describing the extent of a broker's discretion
only with respect to Proposal 2.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Brian Soares at 202-551-3690 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions