Skyworks Solutions Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SWKS
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of stockholders of Skyworks Solutions, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved the Second Amended and Restated 2015 Long-Term Incentive Plan (the “Second Amended and Restated Plan”), which had previously been adopted by the Company’s Board of Directors subject to stockholder approval. The description of the Second Amended and Restated Plan contained on pages 75 to 83 of the Company’s Proxy Statement for the 2024 Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024, in connection with the Annual Meeting (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the Second Amended and Restated Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders were asked to consider and vote on eleven proposals that are described in the Proxy Statement. The results of the voting on each of those proposals were as follows:
1.The Company’s stockholders elected each of Alan S. Batey, Kevin L. Beebe, Liam K. Griffin, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke to serve as a director of the Company until the next annual meeting of the Company’s stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal.
The voting results with respect to each director elected at the Annual Meeting are set forth in the following table:
Nominees | Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||||
Alan S. Batey | 119,760,761 | 1,944,951 | 209,241 | 16,327,844 | ||||||||||
Kevin L. Beebe | 113,808,238 | 7,900,199 | 206,516 | 16,327,844 | ||||||||||
Liam K. Griffin | 112,109,502 | 9,578,943 | 226,508 | 16,327,844 | ||||||||||
Eric J. Guerin | 121,019,534 | 692,370 | 203,049 | 16,327,844 | ||||||||||
Christine King | 117,822,896 | 3,893,924 | 198,133 | 16,327,844 | ||||||||||
Suzanne E. McBride | 120,171,704 | 1,541,995 | 201,254 | 16,327,844 | ||||||||||
David P. McGlade | 113,640,103 | 8,062,960 | 211,890 | 16,327,844 | ||||||||||
Robert A. Schriesheim | 116,346,490 | 5,324,008 | 244,455 | 16,327,844 | ||||||||||
Maryann Turcke | 120,018,727 | 1,690,559 | 205,667 | 16,327,844 | ||||||||||
2.The Company’s stockholders ratified the selection by the Company’s Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s 2024 fiscal year.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
127,749,258 | 10,196,514 | 297,025 | 0 | ||||||||
3.The Company’s stockholders voted to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
107,462,594 | 14,183,606 | 268,753 | 16,327,844 | ||||||||
4.The Company’s stockholders did not approve an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Charter”), to eliminate the supermajority vote provisions relating to stockholder approval of a merger or consolidation, disposition of all or substantially all of the Company’s assets, or issuance of a substantial amount of the Company’s securities.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
120,931,042 | 761,538 | 222,373 | 16,327,844 | ||||||||
5.The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provisions relating to stockholder approval of a business combination with any related person.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
120,915,838 | 775,223 | 223,892 | 16,327,844 | ||||||||
6.The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provision relating to stockholder amendment of Charter provisions governing directors.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
120,876,564 | 800,166 | 238,223 | 16,327,844 | ||||||||
7.The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provision relating to stockholder amendment of the Charter provision governing action by stockholders.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
120,879,850 | 790,952 | 244,151 | 16,327,844 | ||||||||
8.The Company’s stockholders voted to approve the Second Amended and Restated Plan.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
112,886,177 | 8,722,470 | 306,306 | 16,327,844 | ||||||||
9.The Company’s stockholders voted to approve the Amendment to the Company’s 2002 Employee Stock Purchase Plan, as amended.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
120,885,449 | 794,625 | 234,879 | 16,327,844 | ||||||||
10.The Company’s stockholders did not approve a stockholder proposal regarding named executive officer termination payments.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
9,204,850 | 112,403,841 | 306,262 | 16,327,844 | ||||||||
11.The Company’s stockholders did not approve a stockholder proposal regarding adoption of greenhouse gas emissions reduction targets.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
37,394,404 | 82,336,206 | 2,184,343 | 16,327,844 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||||||||
| Number | Description | |||||||
| 99.1 | Second Amended and Restated 2015 Long-Term Incentive Plan (incorporated by reference to Annex 1 to the Company’s Definitive Proxy Statement filed with the SEC on March 28, 2024) | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101) | |||||||
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.
| Skyworks Solutions, Inc. | ||||||||
| May 17, 2024 | By: | /s/ Robert J. Terry | ||||||
| Name: | Robert J. Terry | |||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||