What was the impact of the Presidential Order on the Annual Meeting?

The Presidential Order, issued on March 12, 2018, related to the proposed takeover of Qualcomm by Broadcom Limited. It led to the adjournment of Qualcomm's Annual Meeting of Stockholders, which was initially convened on March 6, 2018. The meeting was reconvened and held on March 23, 2018, in compliance with this order.

Were there any issues with the election of directors?

Yes, there was a reported issue where votes submitted by a set of affiliated funds did not accurately reflect their instructions for three directors (Jeffrey W. Henderson, Ann M. Livermore, and Anthony J. Vinciquerra). The shareholders intended to 'withhold' votes for these directors, but the preliminary results showed higher 'for' votes. Corrected instructions were submitted after the polls closed, and the company provided estimated revised voting results which indicated the directors would still be elected under the plurality standard.

What is the primary performance metric for executive compensation in FY19?

For the fiscal year 2019 Annual Cash Incentive Plan (ACIP), the sole operating performance measure for determining executive officer payments will be adjusted Earnings Per Share (EPS). Previously, the company used both adjusted revenues and adjusted EPS.

Were all shareholder proposals approved?

No, not all proposals were approved. While the election of directors, ratification of auditors, advisory vote on executive compensation, and amendments to the Certificate of Incorporation were approved, a stockholder proposal seeking to undo certain bylaw amendments adopted without stockholder approval was not approved.

QCOM 8-K: Shareholder Matters

Summary

This 8-K filing from Qualcomm Inc. (QCOM) on March 28, 2018, details the results of its Annual Meeting of Stockholders held on March 23, 2018, which was convened and adjourned due to a Presidential Order concerning the proposed acquisition by Broadcom Limited. The meeting confirmed the election of all ten director nominees, despite a reported issue with vote tabulation for three directors which was later corrected, and also saw the ratification of PricewaterhouseCoopers LLP as independent accountants and the advisory approval of executive compensation. Furthermore, shareholders approved amendments to the Company's Restated Certificate of Incorporation aimed at eliminating certain supermajority voting provisions. However, a stockholder proposal to undo certain bylaw amendments was not approved. In a separate development, the Compensation Committee established performance goals for the fiscal year 2019 Annual Cash Incentive Plan (ACIP), with adjusted Earnings Per Share (EPS) being the sole operating performance metric for executive compensation, setting specific EPS targets and corresponding funding rates.

Key Highlights

1Annual Meeting of Stockholders held on March 23, 2018, after initial adjournment due to a Presidential Order related to the Broadcom acquisition attempt.
2All ten director nominees were elected, with preliminary voting results adjusted to correct a reported tabulation error for three directors.
3Shareholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2018.
4An advisory vote to approve executive compensation was passed by shareholders.
5Amendments to the Company's Restated Certificate of Incorporation to eliminate supermajority voting provisions for director removal and certain transactions were approved.
6A stockholder proposal to undo certain bylaw amendments was not approved.
7Performance goals for the FY19 Annual Cash Incentive Plan (ACIP) were set, focusing solely on adjusted Earnings Per Share (EPS) as the performance metric.

QUALCOMM INC/DE 8-K Report, Shareholder Vote Results (Mar 29, 2018)

Summary

Key Highlights

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