InterDigital (IDCC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, with shareholders able to vote electronically or by proxy on key proposals.

• Shareholders will vote on the election of eight directors, a bylaw amendment for officer exculpation, an advisory say-on-pay resolution, and ratification of the external auditor.

• Proxy materials are primarily distributed online to expedite delivery, reduce costs, and conserve resources.

• Only shareholders of record as of April 15, 2026, are entitled to vote; each share has one vote per proposal.

Voting matters and shareholder proposals

• Proposals include: election of eight directors for one-year terms, approval of a bylaw amendment for officer exculpation, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor.

• The board recommends voting in favor of all proposals.

• Officer exculpation aligns with recent Pennsylvania law, limiting officer liability except in cases of self-dealing, willful misconduct, or recklessness.

• Shareholders may submit proposals for the 2027 meeting by December 25, 2026, following SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of eight directors, all elected annually; the chairman is an independent director.

• Board committees include Audit, Human Capital, Finance, and Nominating and Corporate Governance, all with independent members.

• Directors are compensated with cash retainers and RSUs, with stock ownership guidelines set at five times the annual cash retainer.

• The board conducts annual self-evaluations and encourages direct shareholder communication.

• Corporate governance principles and committee charters are publicly available.