8-K/AShareholder Matters

QUALCOMM INC/DE 8-K/A Report, Shareholder Vote Results (Apr 9, 2018)

Filed April 9, 2018For Securities:QCOM

Summary

This 8-K filing from Qualcomm Inc. (QCOM) details the results of their Annual Meeting of Stockholders held on April 5, 2018. The primary focus is on the voting outcomes for various proposals, including the election of directors, ratification of independent auditors, executive compensation, and amendments to corporate governance documents. Notably, all director nominees were elected, with a minor discrepancy in vote tabulation for three directors due to a communication error with a shareholder group that has since been corrected and accounted for. Additionally, proposals related to the ratification of PricewaterhouseCoopers LLP as auditors, advisory approval of executive compensation, an increase in the share reserve for the employee stock purchase plan, and the elimination of certain supermajority voting provisions in the company's charter all passed with substantial support.

Key Highlights

  • 1All ten director nominees were elected to the board of directors, despite a reported vote tabulation error for three directors that has since been clarified.
  • 2PricewaterhouseCoopers LLP was ratified as Qualcomm's independent public accountants for the fiscal year ending September 30, 2018, with strong shareholder approval.
  • 3Shareholders provided an advisory 'say-on-pay' approval for the company's executive compensation, indicating general support for the compensation practices.
  • 4A proposal to increase the share reserve under the 2001 Employee Stock Purchase Plan by 30 million shares was approved.
  • 5Several proposals to amend the company's Restated Certificate of Incorporation to eliminate supermajority voting provisions passed, aiming to streamline corporate governance.
  • 6A shareholder proposal seeking to undo bylaw amendments adopted without stockholder approval was not approved.
  • 7The company confirmed that Broadcom Limited nominees were disqualified from standing for election as directors.

Frequently Asked Questions

There was a reported issue where votes for three specific directors (Jeffrey W. Henderson, Ann M. Livermore, and Anthony J. Vinciquerra) did not initially reflect the instructions provided by a group of affiliated funds. The company has since received corrected instructions and states that based on these, the directors would have received even higher 'for' vote tallies. Despite this, all ten director nominees were elected.

Shareholders approved the executive compensation on an advisory basis, often referred to as 'say-on-pay.' The proposal received a majority of the votes cast in favor of the company's executive compensation.

A shareholder proposal seeking to undo certain bylaw amendments adopted without stockholder approval was not approved by the required 66 2/3% of outstanding shares entitled to vote. It received significant opposition.

The approved amendments eliminate certain supermajority voting requirements. This typically simplifies decision-making processes for the company, particularly concerning director removal and certain charter amendments, potentially making the company more agile in its governance.