Toggle SGML Header (+)

Section 1: 8-K (FORM 8-K)


Washington, DC 20549




DATE OF REPORT (Date of earliest event reported): October 31, 2016

InterDigital, Inc.
(Exact name of registrant as specified in charter)

(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

200 Bellevue Parkway, Suite 300, Wilmington, DE
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code: 302-281-3600

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:

q    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
q    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))

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

(d)    Election of New Director.

On October 31, 2016, the Board of Directors (the “Board”) of InterDigital, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed John D. ("Jay") Markley, Jr., Managing Partner and Co-Founder of New Amsterdam Growth Capital, a growth equity firm, as a new director effective November 3, 2016. Mr. Markley's Board committee assignments have not yet been determined. A copy of the Company’s press release announcing the appointment of Mr. Markley is attached hereto as Exhibit 99.1.

Mr. Markley will be compensated in accordance with the Company’s compensation program for non-management directors, as described in Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the Securities and Exchange Commission on August 2, 2016. Accordingly, on November 3, 2016, he received an initial election award of 1,945 restricted stock units, which vests in full on the first anniversary of the grant date, and a prorated award of 1,162 restricted stock units, which vests in full on June 8, 2017, for his partial service during the 2016-2017 Board term.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.


InterDigital, Inc. press release dated November 3, 2016.


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.

By: /s/ Jannie K. Lau
Jannie K. Lau
Executive Vice President,
General Counsel and Secretary

Dated: November 4, 2016


Exhibit No.                Description

99.1    InterDigital, Inc. press release dated November 3, 2016.

(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1 - PRESS RELEASE)


Exhibit 99.1

News Release         


WILMINGTON, DEL. - November 3, 2016 -InterDigital, Inc. (NASDAQ:IDCC), a mobile technology research and development company, today announced the appointment of John D. (“Jay”) Markley, Jr. to the company's Board of Directors. Mr. Markley brings a broad range of senior-level capabilities, including board experience with one of the largest cable operators in America as well as two decades of investment experience in the mobile field.

Mr. Markley is Managing Partner and Co-Founder of New Amsterdam Growth Capital, a growth equity firm focused on the cloud computing, mobile and communications infrastructure sectors. From 1996 to 2009, he was with Columbia Capital where he served in a number of capacities including partner, venture partner and portfolio company executive. Prior to Columbia Capital, Mr. Markley served as a policy advisor at the Federal Communications Commission from 1994 to 1996, where he and his team were instrumental in developing and launching the commercial spectrum auction process. Mr. Markley has served on the Board of Directors of BroadSoft, Inc. since 2002, and has been its Chairman since 2013. He has also been a director of Charter Communications, Inc. since 2009, and serves on the boards of private companies.

“Jay further strengthens the communications industry expertise on the Board, with his deep knowledge stemming from his involvement in spectrum management, fixed and wireless operators, and the technologies with which the wireless industry is involved,” said S. Douglas Hutcheson, Chairman of InterDigital. “This experience will be very useful in guiding both our research efforts and our supporting investments. Additionally, his track record of investment success will be an important asset for InterDigital as we create new value for our stakeholders.”

“We’re very pleased Jay has joined our board, and his background, experience and skill set will be a strong addition to the board’s existing range of expertise,” said William J. Merritt, President and CEO of InterDigital. “His role with a leading cable operator will provide a stronger understanding of the role of a major new force shaping the mobile industry, and his extensive technology experience and investment background, which includes venture capital, will help shape the company’s internal and external technology investment decisions.”

Mr. Markley holds a Bachelor of Arts in Economics from Washington and Lee University, and an MBA from Harvard Business School.

About InterDigital® 

InterDigital develops mobile technologies that are at the core of devices, networks, and services worldwide. We solve many of the industry's most critical and complex technical challenges, inventing solutions for more efficient broadband networks and a richer multimedia experience years ahead of market deployment. InterDigital has licenses and strategic relationships with many of the world's leading wireless companies. Founded in 1972, InterDigital is listed on NASDAQ and is included in the S&P MidCap 400® index.

InterDigital is a registered trademark of InterDigital, Inc.

For more information, visit:


InterDigital Contact:
Patrick Van de Wille
+1 (858) 210-4814

(Back To Top)