8-KShareholder Matters

QUALCOMM INC/DE 8-K Report, Shareholder Vote Results (Mar 13, 2020)

Filed March 13, 2020For Securities:QCOM

Summary

QUALCOMM Incorporated (QCOM) filed an 8-K on March 12, 2020, detailing the results of its 2020 Annual Meeting of Stockholders held on March 10, 2020. The meeting focused on five proposals, including the election of directors, ratification of independent auditors, approval of an amended long-term incentive plan, and advisory votes on executive compensation and its frequency. All director nominees were elected, and the selection of PricewaterhouseCoopers LLP as independent auditors for fiscal year 2020 was ratified. Additionally, shareholders approved an amendment to the 2016 Long-Term Incentive Plan, which included an increase in the share reserve. Notably, the advisory vote on executive compensation (Say-on-Pay) did not receive majority support from shareholders. The company also solicited votes on the frequency of these advisory votes, with shareholders overwhelmingly favoring an annual vote. Consequently, QUALCOMM will continue to hold an annual advisory vote on executive compensation.

Key Highlights

  • 1All director nominees presented at the 2020 Annual Meeting of Stockholders were elected by shareholders.
  • 2PricewaterhouseCoopers LLP was ratified as QUALCOMM's independent public accountants for the fiscal year ending September 27, 2020.
  • 3Shareholders approved the Amended and Restated 2016 Long-Term Incentive Plan, including an increase of 74,500,000 shares to the share reserve.
  • 4The advisory vote on executive compensation ('Say-on-Pay') did not pass, indicating shareholder dissatisfaction with compensation practices.
  • 5Shareholders overwhelmingly voted in favor of holding advisory votes on executive compensation annually.
  • 6The company will continue to hold an annual advisory vote on executive compensation, consistent with past practice and its recommendation.

Frequently Asked Questions

The 2020 Annual Meeting saw the election of all director nominees, ratification of PricewaterhouseCoopers LLP as independent auditors, and approval of an amended long-term incentive plan. However, an advisory vote on executive compensation did not pass, and shareholders indicated a preference for annual advisory votes on executive pay.

The filing does not provide specific reasons for the failure of the advisory vote on executive compensation. However, a significant portion of shareholders voted against it (653 million against vs. 141 million for), suggesting general dissatisfaction with the company's executive compensation structure or amounts.

While 'Say-on-Pay' votes are advisory and non-binding, a failure to pass signals significant shareholder concern about executive compensation. This puts pressure on the board and management to review and potentially adjust their compensation policies and practices in the future to better align with shareholder expectations.

The filing indicates that the company will continue to hold an advisory vote on executive compensation annually. While the results are advisory, it is common practice for companies to review shareholder feedback from failed 'Say-on-Pay' votes and make changes to address concerns in subsequent compensation plans.