Summary
QUALCOMM Incorporated (QCOM) filed an 8-K on July 11, 2012, reporting two key corporate governance changes. Firstly, the company announced the appointment of Dr. Susan Hockfield to its Board of Directors, effective July 8, 2012. Dr. Hockfield was granted 2,109 deferred stock units as part of her compensation for serving as a non-employee director. This appointment adds a new independent voice to the board. Secondly, the filing details amendments to the company's bylaws implementing a majority voting standard for uncontested director elections. This change, approved by stockholders at the 2012 Annual Meeting and subsequently adopted by the Board of Directors, requires incumbent directors to tender their resignation if they receive more "withhold" votes than "for" votes. The Governance Committee will then review the resignation and make a recommendation to the full Board, which will ultimately decide whether to accept it. This move enhances accountability to shareholders.
Key Highlights
- 1Appointment of Dr. Susan Hockfield to QUALCOMM's Board of Directors.
- 2Dr. Hockfield received 2,109 deferred stock units (DSUs) as compensation.
- 3Stockholders approved an amendment eliminating the plurality voting provision for director elections.
- 4Bylaws amended to implement a majority voting standard for uncontested director elections.
- 5Incumbent directors must tender resignation if they receive more "withhold" than "for" votes in an uncontested election.
- 6The Governance Committee and Board of Directors will review tendered resignations.
- 7The company filed an Amended and Restated Bylaws as an exhibit (Exhibit 3.4).