POWER INTEGRATIONS INC 8-K

What Happened
Power Integrations, Inc. (POWI) filed an 8-K reporting the results of its June 3, 2026 Annual Meeting of Stockholders. A quorum was present with 53,728,568 votes (96.45% of 55,703,980 shares outstanding as of the April 13, 2026 record date). Seven director nominees — Wendy Arienzo, Ph.D.; Anita Ganti; Nancy Gioia; Balakrishnan S. Iyer; Jennifer Lloyd, Ph.D.; Gregg Lowe; and Ravi Vig — were elected to serve until the 2027 annual meeting. Stockholders also approved, on an advisory basis, executive compensation (say-on-pay), ratified Deloitte & Touche LLP as auditor for fiscal 2026, and approved an amendment to increase shares reserved under the 2016 Incentive Award Plan. A shareholder proposal to separate the offices of Chairman and CEO was not approved.

Key Details

• Quorum: 53,728,568 votes present (96.45% of 55,703,980 shares outstanding).
• Director elections: all seven nominees elected. Example tallies — Wendy Arienzo: 50,337,805 For / 840,578 Withheld; Balakrishnan S. Iyer: 45,129,046 For / 6,049,337 Withheld. Broker non-votes: 2,550,185 for each director vote.
• Say-on-pay (advisory): 47,396,523 For, 3,775,693 Against, 6,167 Abstain, 2,550,185 Broker non-votes (approved).
• Auditor ratification: Deloitte & Touche LLP ratified — 52,771,119 For, 937,542 Against, 19,907 Abstain.
• Incentive plan amendment: approved — 42,512,170 For, 8,641,807 Against, 24,406 Abstain (increases shares reserved for issuance; amendment details in the proxy).
• Shareholder proposal to separate Chair/CEO: failed — 5,778,974 For, 45,300,365 Against, 99,043 Abstain.

Why It Matters
These results confirm the company’s current board slate and governance choices: management’s nominees retained control of the board, and shareholders gave non-binding approval to executive compensation. Ratification of Deloitte ensures continuity in the company’s external audit. The approved amendment to the 2016 Incentive Award Plan means more shares may be available for equity awards, which can affect future dilution — the filing notes approval but does not quantify the increase. The failure of the separation proposal means the roles of Chairman and CEO will remain combined unless the board acts otherwise.