8-KShareholder Matters

QUALCOMM INC/DE 8-K Report, Shareholder Vote Results (Mar 14, 2011)

Filed March 14, 2011For Securities:QCOM

Summary

This 8-K filing from QUALCOMM INC/DE (QCOM), filed on March 13, 2011, reports the results of its Annual Meeting of Stockholders held on March 8, 2011. The meeting covered seven proposals, all of which were approved by shareholders, reflecting strong support for management's recommendations. Key outcomes include the re-election of all 13 director nominees, approval of amendments to incentive and stock purchase plans to increase share reserves, and ratification of PricewaterhouseCoopers LLP as the independent auditor. Investors can take comfort in the overwhelming approval of directors and the company's compensation practices, with a majority voting in favor of executive compensation. The advisory vote on the frequency of executive compensation votes indicated a preference for an annual vote. While a shareholder proposal for a majority vote standard for director elections also passed, the company has retained its plurality vote standard for uncontested elections, as outlined in the proxy statement.

Key Highlights

  • 1All 13 director nominees were overwhelmingly elected, receiving affirmative votes from a majority of outstanding shares.
  • 2Shareholders approved amendments to the 2006 Long-Term Incentive Plan, increasing the share reserve by 65 million shares.
  • 3The 2001 Employee Stock Purchase Plan was amended to increase its share reserve by 22 million shares.
  • 4PricewaterhouseCoopers LLP was ratified as QUALCOMM's independent registered public accounting firm for fiscal year 2011.
  • 5An advisory vote on executive officer compensation received strong support, with over 1.15 billion shares voting 'FOR'.
  • 6The advisory vote on the frequency of executive compensation votes showed a preference for annual votes (765 million shares FOR).
  • 7A shareholder proposal to move to a majority vote standard for director elections was approved by a majority of votes cast, though specific implementation details were previously outlined.

Frequently Asked Questions

No, all 13 director nominees presented by the company were overwhelmingly re-elected to hold office until the 2012 Annual Meeting. Each nominee received a substantial majority of the votes cast.

Shareholders provided strong advisory support for the company's executive compensation practices. Additionally, two key plans were approved: the 2006 Long-Term Incentive Plan was amended to add 65 million shares, and the 2001 Employee Stock Purchase Plan was amended to add 22 million shares, indicating management's intent to continue using equity as a compensation tool.

The advisory vote on the frequency of future executive compensation votes indicated a preference from shareholders for an annual vote, with approximately 765 million shares voting for a 'One Year' frequency. This contrasts with a significant number of votes for a 'Three Years' frequency.

A shareholder proposal to amend corporate governance documents to require director nominees to be elected by a majority of votes cast (except in contested elections) was approved by a majority of the votes cast. However, the results indicate a close vote, and the proxy statement likely outlines the specific implications and how the company will address this outcome.