Results of Operations and Financial Condition · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 2.02. Results of Operations and Financial Condition. On May 7, 2026 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Filed May 7, 2026Accepted May 7, 2026, 4:08 PM EDTCIK 833640Accession 0000833640-26-000076
Power Integrations, Inc. is a leading innovator in semiconductor technologies for high-voltage power conversion. The company’s products are key building blocks in the clean-power ecosystem, enabling the generation of renewable energy as well as the efficient transmission and consumption of power in applications ranging from milliwatts to megawatts. For more information, please visit www.power.com.
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Item 2.02Item 2.02 - Results of Operations
Item 2.02. Results of Operations and Financial Condition.
On May 7, 2026 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Power Integrations, Inc. (the “Company”) appointed Mike Balow as the Company’s Senior Vice President, Worldwide Sales, effective upon Mr. Balow’s commencement of employment with the Company on May 4, 2026.
Mike Balow brings more than three decades of semiconductor sales and business development experience. From 2021 to 2025 he served as executive vice president of sales for onsemi, a supplier of sensing and power-management semiconductors. Previously, he served as executive vice president of sales at Infineon Technologies after holding a similar position at Cypress Semiconductor from 2015 until its acquisition by Infineon in 2020. His prior industry experience includes roles at Freescale Semiconductor and Integrated Device Technology (IDT). Mr. Balow holds a Bachelor of Science degree in applied mathematics from the University of Wisconsin-Stout.
There are no arrangements or understandings between Mr. Balow and any other persons in connection with Mr. Balow’s appointment as the Senior Vice President, Worldwide Sales. Mr. Balow does not have any family relationships with any directors or officers of the Company. Mr. Balow is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Employment Agreement and Executive Officer Benefits Agreement with Mr. Balow
In connection with the appointment of Mr. Balow as the Company’s Senior Vice President, Worldwide Sales, on April 22, 2026, Mr. Balow entered into each of an employment agreement (the “Employment Agreement”) and an executive officer benefits agreement (the “EOBA,” and together with the Employment Agreement, the “Balow Employment Agreements”), in each case, effective upon Mr. Balow’s commencement of employment with the Company. The Balow Employment Agreements provide Mr. Balow with the following compensation and other benefits:
Employment Agreement
Base Salary – Mr. Balow will have an annual base salary of $450,000, less applicable withholdings, which shall be payable in accordance with the Company’s normal payroll practices.
Equity Awards – Mr. Balow will be eligible to receive the following equity awards, each of which will be subject to the Company’s Amended and Restated 2016 Incentive Award Plan or the Amended and Restated 2025 Inducement Award Plan and the applicable grant agreement:
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o an annual performance incentive award for 2026 in the form of performance stock units (“PSUs”) in a value pro-rated from a full year target value of $360,000 for the portion of the 2026 calendar year in which he is employed by the Company (“Target PSUs”). The PSUs will be subject to the terms and conditions of the Company’s 2026 PSU program providing for PSU vesting based on achievement of performance conditions for the 2026 calendar year, and the actual number of PSUs that will vest can ...
o a restricted stock units (“RSUs”) award in the value of $2,400,000. The RSUs will vest over four years from the date that Mr. Balow commences employment with the Company, with 25% of the RSUs vesting on the first anniversary of Mr. Balow’s start date, and with an additional 25% of the RSUs vesting on each subsequent anniversary of Mr. Balow’s start date, until the RSUs are fully vested after four years, subject in each case to Mr. Balow’s continued full-time service through the applicable...
o a long-term restricted performance stock units (“PRSUs”) award in the value of $1,600,000 (“Target PRSUs”). The PRSUs will be subject to the terms and conditions of the Company’s 2026 PRSU program providing for
PRSU vesting based on achievement of performance conditions over the applicable performance period, and the actual number of PRSUs that will vest can vary from 0 to 200% of the Target PRSUs.
o The number of shares that will be granted under each of the equity awards described above, at target performance level in the case of PSUs and PRSUs, will be calculated by dividing the dollar grant value by the closing stock price on the date of grant, which will be the 15th of the month following his start date.
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Executive Officer Benefits Agreement
Mr. Balow will be entitled to receive certain benefits under the terms of the EOBA, which will take effect upon his commencement of employment with the Company. Outside of the change of control period (as defined below), in the event Mr. Balow is terminated without “cause” or resigns for “good reason” his severance benefits include (1) a cash payment equal to one year of his annual base salary then in effect, (2) a cash payment equal to the prorated portion of his then outstanding annual ...
commute time to his current work place or a material adverse change in working conditions or established working hours which persist for a period of six months or any material breach of the EOBA by the Company. All payments and distributions described in this paragraph are subject to reduction for applicable withholding. In the event that any payments and benefits to be paid or provided to Mr. Balow would constitute “parachute payments” under Section 280G of the Internal Revenue Code of 1...
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The above descriptions of the Balow Employment Agreements do not purport to be complete and are qualified in their entirety by reference to, and should be read in conjunction with, the full text of each of the Balow Employment Agreements to be filed as exhibits to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2026.
Filed exhibits (1)
EX-99.1 (by filename) powi-20260504xex99d1.htm
EX-99.1
2
powi-20260504xex99d1.htm
EX-99.1
POWI - Q1'26 - 8-K - EX99.1
Exhibit 99.1
Power Integrations Reports First-Quarter Financial Results
Revenue increased three percent year-over-year to $108.3 million; cash flow from operations was $20.0 million
SAN JOSE, Calif. - May 7, 2026 - Power Integrations (NASDAQ: POWI) today announced financial results for the quarter ended March 31, 2026. Net revenue for the first quarter was $108.3 million, up five percent from the prior quarter and up three percent from the first quarter of 2025. GAAP net income for the first quarter was $3.3 million or $0.06 per diluted share compared to $0.24 per diluted share in the prior quarter and $0.15 per diluted share in the first quarter of 2025. Cash flow from operations for the first quarter was $20.0 million.
In addition to its GAAP results, the company provided non-GAAP measures that exclude stock-based compensation, amortization of acquisition-related intangible assets, a restructuring charge associated with previously announced workforce reductions and the tax effects of these items. Non-GAAP net income for the first quarter of 2026 was $13.9 million or $0.25 per diluted share compared to…