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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 28, 2017
______________

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


Pennsylvania
1-33579
23-1882087
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


200 Bellevue Parkway, Suite 300, Wilmington, DE
19809
(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.
(b)    On March 28, 2017, Mr. Robert S. Roath notified InterDigital, Inc. (the "Company") of his intention to retire from the Company at the end of his current term, which extends until the Company's next Annual Meeting of Shareholders in June 2017. Mr. Roath's decision to retire was not based on any disagreement with the Company or any matter relating to the Company's operations, policies or practices. A copy of the Company's press release announcing Mr. Roath's retirement is attached hereto as Exhibit 99.1.
(d)    On March 29, 2017, the Board of Directors of the Company (the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Joan H. Gillman, former Executive Vice President of Time Warner Cable, Inc. and Chief Operating Officer and President of Time Warner Cable Media, as a new director effective April 1, 2017. Ms. Gillman's Board committee assignments have not yet been determined. A copy of the Company's press release announcing Ms. Gillman's appointment is attached hereto as Exhibit 99.1.

Ms. Gillman will be compensated in accordance with the Company’s compensation program for non-management directors, as amended March 2017 and attached hereto as Exhibit 10.1. Accordingly, on April 1, 2017, she received an initial election award of 1,739 restricted stock units, which vests in full on the first anniversary of the grant date, and a prorated award of 324 restricted stock units, which vests in full on June 8, 2017, for her partial service during the 2016-2017 Board term.

(e)    On March 29, 2017, the Compensation Committee (the “Committee”) of the Board, after considering information on total compensation for the Company’s executive officers, determined the following for William J. Merritt, President and Chief Executive Officer; Richard J. Brezski, Chief Financial Officer and Treasurer; Scott A. McQuilkin, Senior Executive Vice President, Innovation; James J. Nolan, Executive Vice President, IoT Solutions; and Lawrence F. Shay, Senior Executive Vice President, Future Wireless, and Chief Intellectual Property Counsel (each a “named executive officer" as set forth in the Company's most recently filed proxy statement): (i) annual base salaries for 2017, (ii) target short-term incentive plan ("STIP") award levels for 2017 and (iii) target payout levels for the Company’s 2017 long-term compensation program (“2017 LTCP”). Byung K. Yi, Executive Vice President and Chief Technology Officer, ceased to be an "executive officer" of the Company (as that term is defined under Rule 3b-7 of the Securities Exchange Act of 1934) in fourth quarter 2015, but he remains employed by the Company and is also a “named executive officer” as set forth in the Company's most recently filed proxy statement. Accordingly, his 2017 compensation information is also disclosed below.
Set forth in the table below are the 2017 base salaries for each named executive officer effective April 1, 2017:
Named Executive Officer
2017 Base Salary
William J. Merritt
$620,000
Richard J. Brezski
$396,550
Scott A. McQuilkin
$415,000
James J. Nolan
$396,550
Lawrence F. Shay
$437,750
Byung K. Yi
$350,000

Set forth in the table below are the target levels for the 2017 STIP for each named executive officer:
Named Executive Officer
Target 2017 STIP Level
(percentage of 2017 base salary)
William J. Merritt
100%
Richard J. Brezski
60%
Scott A. McQuilkin
75%
James J. Nolan
75%
Lawrence F. Shay
75%
Byung K. Yi
60%

Set forth in the table below are the target 2017 LTCP payouts for each named executive officer:





Named Executive Officer
Target 2017 LTCP Payout
William J. Merritt
$2,500,000
Richard J. Brezski
   $700,000
Scott A. McQuilkin
$1,100,000
James J. Nolan
   $750,000
Lawrence F. Shay
$1,100,000
Byung K. Yi
   $550,000

For Mr. Merritt, 20% of his target 2017 LTCP payout will be in the form of stock options that vest ratably over three years and have a seven-year term, 20% will be in the form of restricted stock units that vest after the end of the three-year period from 2017 through 2019 ("time-based RSUs") and 60% will be in the form of performance-based restricted stock units ("performance-based RSUs"). For each other named executive officer, 25% of the target 2017 LTCP payout will be in the form time-based RSUs and 75% will be in the form of performance-based RSUs. The performance-based RSUs granted for the 2017 LTCP will vest in first quarter 2020 subject to the achievement of pre-approved goals established by the Committee (the "performance goals") measured as of December 31, 2019, and the remaining unvested portion of such performance-based RSU awards, if any, shall remain eligible to vest in first quarter 2022 subject to the achievement of the performance goals measured as of December 31, 2021.
Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

10.1

Compensation Program for Non-Management Directors (as amended March 2017).
99.1

InterDigital, Inc. press release dated April 3, 2017.







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.



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


Date: April 3, 2017






EXHIBIT INDEX


Exhibit No.                Description

10.1
Compensation Program for Non-Management Directors (as amended March 2017).
99.1
InterDigital, Inc. press release dated April 3, 2017.



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Section 2: EX-10.1 (EXHIBIT 10.1 - COMPENSATION PROGRAM FOR NON-MANAGEMENT DIRECTORS _3_2017)

Exhibit
Exhibit 10.1

INTERDIGITAL, INC.
Compensation Program for Non-Management Directors
Base Annual Board Retainer:
$40,000
Chairman of the Board:
$50,000
Audit Committee Chair:
$30,000
Compensation Committee Chair:
$20,000
Investment Committee Chair:
$15,000
Nominating and Corporate Governance Committee Chair:
$15,000
Audit Committee Members:
$12,000
Compensation Committee Members:
$10,000
Investment Committee Members:
$7,500
Nominating and Corporate Governance Committee Members:
$7,500
Initial Election RSU Award:
$150,000 of RSUs (vesting in full one year from grant date)
Annual RSU Award:
$150,000 of RSUs (vesting in full one year from grant date)

All cash payments and RSU grants shall be based on service for a full year; pro rata payments and grants shall be made for service of less than one year. Cash payments shall be made on a quarterly basis.

This program is designed to compensate each non-management director for participating in up to eight (8) Board meetings per year and up to eight (8) meetings per year for each Committee on which the non-management director serves. Additional compensation will be paid to each non-management director for participating in meetings in excess of these thresholds, as follows:

Each additional Board meeting:        $4,000
Each additional Committee meeting:        $1,000

In addition, non-management directors will be paid a per diem fee of $1,000 for attendance at or participation in events, conferences or meetings, in their capacity as a director, at the request of InterDigital, Inc. senior management, provided that such attendance or participation requires a significant time commitment and would be considered outside of the director’s typical Board and/or Committee duties. Any per diem fee payments will be subject to the approval of the Compensation Committee of the Board of Directors.

Both cash payments and RSUs may be deferred. An election to defer must be made in the calendar year preceding the year in which services are rendered and the compensation is earned (i.e., elections to defer must be made by December 31 of each year for the deferral to apply to the next year’s cash payments and/or RSU award(s)).

Each initial election RSU award shall be granted on the effective date of the director’s initial election to the Board. Annual RSU awards shall be granted on the date of each Annual Meeting of Shareholders.

The number of RSUs to be granted pursuant to each initial election award and annual award shall be calculated as follows: $150,000/(closing stock price on the date of grant).

The terms of this program shall be periodically reviewed by the Compensation Committee of the Board of Directors.

March 2017


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Section 3: EX-99.1 (EXHIBIT 99.1 PRESS RELEASE)

Exhibit


Exhibit 99.1

INTERDIGITAL ADDS FORMER TIME WARNER CABLE EXECUTIVE JOAN GILLMAN TO BOARD OF DIRECTORS

Longtime Director Robert S. Roath to Retire at End of Term

WILMINGTON, DEL. - April 3, 2017 - InterDigital, Inc. (NASDAQ:IDCC), a mobile technology research and development company, today announced the appointment of Joan Gillman to the company's Board of Directors. Ms. Gillman brings more than two decades of executive experience in broadcasting, advertising and marketing, most recently at Time Warner Cable.

Ms. Gillman was Executive Vice President of Time Warner Cable and President and Chief Operating Officer of Time Warner Cable Media from 2006 until shortly after Time Warner’s acquisition by Charter Communications in May, 2016. In that role, Ms. Gillman led 1,500 employees, set the vision and implementation for multi-year strategic plans, was active in significant M&A and integration efforts, and secured a broad range of strategic partnerships. Prior to that she was Vice President, Interactive TV and Advanced Advertising, a role that included the launch of the first major interactive TV applications for the 2006 Winter Olympics.

“Joan’s tremendous track record of innovation and value creation will be a strong addition to InterDigital, and help guide our efforts to extend into new technology areas,” said S. Douglas Hutcheson, Chairman of the Board of InterDigital. “Her knowledge of content development and distribution is central to the future of mobile, and her knowledge of key areas like partnership, M&A and marketing broaden the Board’s capabilities and position us to deliver even more value to shareholders.”

“The technology industry is seeing tremendous convergence between the worlds of video, cable, and the mobile industry, and adding someone with Joan’s long track record of business innovation in those spaces to our Board significantly deepens our expertise in that key area,” said William J. Merritt, President and CEO of InterDigital. “Her ability to lead development of innovative offerings and connect them to customer needs will help strengthen our knowledge of the companies shaping our existing and future markets.”

Prior to joining Time Warner Cable, Ms. Gillman was President of Static2358, a global operating division of OpenTV responsible for productions and sales of interactive TV and advanced advertising channels. Her background also includes executive roles at British Interactive Broadcasting, a digital satellite joint venture controlled by BSkyB, BT, HSBC and Matsushita, and Physicians’ Online, a healthcare ISP. She began her career in various roles in the office of U.S. Senator Christopher J. Dodd.

Ms. Gillman serves on the boards of directors of Centrica plc, an international energy and services company based in the United Kingdom, and Airgain, Inc., a leading provider of embedded antenna technologies used to enable high performance wireless networking. She has in the past served on the boards of National Cable Communications LLC, SeaWell Networks (acquired by Arris International) and BlackArrow, Inc. (acquired by Cross MediaWorks and currently Cadent Technology). She holds a Bachelor of Arts from The College of the Holy Cross and a Master of Arts in Legislative Affairs from George Washington University.

The company also announced that longtime director Robert S. Roath will retire from the Board of Directors at the end of his current term, which extends until the 2017 Annual Meeting of Shareholders. Mr. Roath joined InterDigital’s Board in 1997, and has served on various committees in his 20-year tenure.

“Bob Roath has been a tremendous colleague on the Board and tireless in his service of the company and its shareholders, and we’re grateful for his contributions. In 1997, he joined the board of a company with pioneering technology, but also operating losses and significant challenges ahead. Today, as he steps away, he leaves an InterDigital that is stronger and more successful than it has ever been,” said Mr. Hutcheson.







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: www.interdigital.com.

###

InterDigital Contact:
Patrick Van de Wille
Email: patrick.vandewille@interdigital.com 
+1 (858) 210-4814
 




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