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QUALCOMM INC/DE 8-K Report, Bylaw Amendment (Mar 9, 2012)

Filed March 9, 2012For Securities:QCOM

Summary

QUALCOMM Incorporated filed an 8-K report on March 9, 2012, detailing key outcomes from its 2012 Annual Meeting of Stockholders held on March 6, 2012. The most significant event for investors was the stockholder approval and subsequent filing of an amendment to the company's Restated Certificate of Incorporation. This amendment eliminated the plurality voting provision for director elections, meaning directors will now require a majority vote to be elected. The report also provides the final voting results for several proposals. All 12 incumbent directors were re-elected, with each receiving affirmative votes from a majority of the votes cast, reinforcing board stability. Additionally, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent public accountants for the fiscal year ending September 30, 2012, and approved the advisory "say-on-pay" proposal regarding executive compensation. These actions indicate shareholder confidence in the company's governance and financial oversight.

Key Highlights

  • 1QUALCOMM stockholders approved an amendment to eliminate the plurality voting standard for director elections, moving to a majority voting standard.
  • 2All 12 incumbent directors were re-elected at the 2012 Annual Meeting.
  • 3Each director candidate received affirmative votes from a majority of the votes cast.
  • 4PricewaterhouseCoopers LLP was ratified as the independent public accountant for fiscal year 2012.
  • 5The advisory "say-on-pay" proposal regarding executive compensation was approved by stockholders.
  • 6The company filed a Certificate of Amendment to its Restated Certificate of Incorporation on March 6, 2012, making the voting standard change effective on that date.

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