8-KEarnings & ResultsLeadership ChangesOther Events+1

Broadcom Inc. 8-K Report, Financial Results (Dec 6, 2018)

Filed December 6, 2018For Securities:AVGO

Summary

Broadcom Inc. (AVGO) filed an 8-K on December 6, 2018, primarily to report its fourth quarter and fiscal year 2018 financial results and to announce significant changes in its Board of Directors and compensation practices. Key leadership transitions include the departure of James V. Diller as Chairman and his decision not to seek re-election, with Henry Samueli appointed as the new Chairman. The company also introduced a new Lead Independent Director role. A significant development for investors is the implementation of a Multi-Year Equity Grant Program for employees, including those recently acquired from CA, Inc. This program aims to enhance long-term retention and align employee interests with stockholders. To offset potential dilution from these grants, Broadcom has increased its share repurchase authorization by an additional $6.0 billion. The company also declared a quarterly cash dividend of $2.65 per share.

Key Highlights

  • 1Broadcom announced its financial results for the fourth quarter and fiscal year ended November 4, 2018.
  • 2James V. Diller stepped down as Chairman of the Board and will not stand for re-election; Henry Samueli was appointed as the new Chairman.
  • 3Henry Samueli has resigned as Chief Technology Officer upon his appointment as Chairman and will decline compensation for his Board service.
  • 4Eddy W. Hartenstein was appointed as the newly created Lead Independent Director.
  • 5The company implemented a broad-based Multi-Year Equity Grant Program using RSUs and PSUs for eligible employees, including those from the CA acquisition, to boost retention.
  • 6Broadcom increased its share repurchase authorization by an additional $6.0 billion to offset dilution from the new equity grants, bringing the total available repurchase authorization to approximately $10.2 billion.
  • 7A quarterly cash dividend of $2.65 per share was declared, payable on December 28, 2018.

Frequently Asked Questions

James V. Diller has stepped down as Chairman of the Board and will not seek re-election at the 2019 annual meeting. Henry Samueli, a current director, has been elected as the new Chairman of the Board and Chairman of the Executive Committee. Eddy W. Hartenstein has been appointed as the Lead Independent Director, a newly created position.

The Multi-Year Equity Grant Program, utilizing Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), is designed to provide long-term retention incentives for employees, particularly those integrated from the CA acquisition, and to align their interests with those of stockholders. It aims to offer clarity on future compensation and encourage focus on long-term value creation.

Broadcom has increased its share repurchase authorization by $6.0 billion. This incremental authorization, alongside the remaining balance from its previous program, brings the total available for share repurchases to approximately $10.2 billion. These repurchases are intended to offset dilution resulting from the issuance of shares under the new Multi-Year Equity Award program.

Broadcom declared a quarterly cash dividend of $2.65 per share on its common stock. This dividend is scheduled to be paid on December 28, 2018, to shareholders of record as of the close of business on December 19, 2018.