01—Abstract
Summary
Summary of the 8-K filed May 17, 2024. Cited figures are marked; the original filing is the authoritative source.
At the Annual Meeting of Stockholders of Skyworks Solutions, Inc. held on May 14, 2024, stockholders approved the Second Amended and Restated 2015 Long-Term Incentive Plan, which the Board had previously adopted subject to stockholder approval.
The plan's description appears on pages 75 to 83 of the 2024 Proxy Statement filed March 28, 2024, and a complete copy is filed as Exhibit 99.1. The filing also reports that stockholders approved the Amendment to the 2002 Employee Stock Purchase Plan, as amended, and ratified KPMG LLP as the independent registered public accounting firm for fiscal 2024. All nine director nominees were elected, including Alan S.
Batey, Kevin L. Beebe, Liam K. Griffin, Eric J.
Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A.
Schriesheim, and Maryann Turcke. Support for individual directors ranged from 112,109,502 votes for (Liam K. Griffin) to 121,019,534 votes for (Eric J.
Guerin). Stockholders did not approve the four proposals to eliminate supermajority voting provisions in the Charter, nor the stockholder proposals on named executive officer termination payments and greenhouse gas emissions reduction targets. The advisory say-on-pay proposal was approved, with 107,462,594 votes for and 14,183,606 votes against.
For investors, the key takeaways are the approval of the equity incentive plan and the continued presence of the supermajority provisions, which remain in effect since the amendments failed to reach approval. The filing does not report any changes to the board or executive officers beyond the director elections.
02—Key points
Key Highlights
- Stockholders approved the Second Amended and Restated 2015 Long-Term Incentive Plan, previously adopted by the Board subject to stockholder approval.
- All nine director nominees were elected to serve until the next annual meeting.
- Four proposals to eliminate supermajority voting provisions in the Charter did not receive the required approval.
- Advisory say-on-pay proposal was approved with 107,462,594 votes for and 14,183,606 votes against.
- Stockholders approved the Amendment to the 2002 Employee Stock Purchase Plan, as amended.
- KPMG LLP was ratified as the independent registered public accounting firm for fiscal 2024, with 127,749,258 votes for.
- Stockholder proposals on named executive officer termination payments and greenhouse gas emissions reduction targets were not approved.
03—Questions
Frequently Asked Questions
What equity plan did stockholders approve at the May 14, 2024 Annual Meeting?
Stockholders approved the Second Amended and Restated 2015 Long-Term Incentive Plan. The plan's description is on pages 75 to 83 of the Proxy Statement filed March 28, 2024, and a full copy is filed as Exhibit 99.1.
Were the director nominees elected?
Yes. All nine nominees were elected to serve until the next annual meeting and until their successors are elected and qualified, or until their earlier resignation or removal. Votes for individual nominees ranged from 112,109,502 to 121,019,534.
Which charter amendments failed to pass?
Stockholders did not approve four proposed Charter amendments to eliminate supermajority vote provisions. These covered mergers, consolidations, asset dispositions, or substantial securities issuances; business combinations with related persons; stockholder amendment of director-related provisions; and stockholder amendment of the Charter provision governing action by stockholders.
How did stockholders vote on executive compensation?
In the advisory, non-binding vote on named executive officer compensation, stockholders voted 107,462,594 for, 14,183,606 against, and 268,753 abstaining, with 16,327,844 broker non-votes.
Did stockholders approve the auditor selection?
Yes. Stockholders ratified the Audit Committee's selection of KPMG LLP as the independent registered public accounting firm for fiscal 2024, with 127,749,258 votes for and 10,196,514 against.
04—Continue