01—Abstract
Summary
Summary of the 8-K filed February 11, 2026. Cited figures are marked; the original filing is the authoritative source.
Skyworks Solutions, Inc. (SWKS) held a special meeting of stockholders on February 11, 2026, at which stockholders voted to approve the issuance of Skyworks common stock in connection with the Agreement and Plan of Merger dated October 27, 2025, among Qorvo, Inc., Comet Acquisition Corp., Comet Acquisition II, LLC, and Skyworks.
The Stock Issuance Proposal, required under Nasdaq Listing Rule 5635(a), received 120,980,973 votes for, 289,580 against, 144,824 abstentions, and no broker non-votes. A quorum was present, with 121,415,377 shares, representing approximately 80.98%a of the 149,930,299 shares outstanding on the December 23, 2025 record date, participating in the meeting. The filing also reports the results of an adjournment proposal, which would have allowed additional solicitation of proxies.
Because a quorum was present and sufficient proxies had been received to approve the stock issuance, adjournment was deemed unnecessary. The adjournment proposal received 115,407,264 votes for, 5,894,295 against, and 113,818 abstentions.
Completion of the transaction remains subject to closing conditions, including expiration or early termination of the HSR Act waiting period, approvals under certain other antitrust and foreign investment regimes, the absence of prohibiting orders or laws, the accuracy of representations and warranties, compliance with covenants, and the absence of a continuing material adverse effect for each company. The filing's forward-looking statements note that the transaction may not be consummated on the anticipated terms or timing, or at all.
02—Key points
Key Highlights
- Stockholders approved the issuance of Skyworks common stock under the Merger Agreement with Qorvo, Inc. dated October 27, 2025, with 120,980,973 votes for and 289,580 against.
- The stock issuance vote required approval under Nasdaq Listing Rule 5635(a).
- A quorum was present, with 121,415,377 shares, representing approximately 80.98% of the 149,930,299 outstanding shares entitled to vote.
- The adjournment proposal was deemed unnecessary because a quorum was present and sufficient proxies existed to approve the stock issuance.
- Closing remains subject to HSR Act waiting period expiration or early termination, approvals under other antitrust and foreign investment regimes, and the absence of a continuing material adverse effect for each company.
- The joint proxy statement/prospectus was filed December 23, 2025, and describes the proposals and associated risks in detail.
- The filing contains forward-looking statements highlighting risks such as failure to complete the transaction, integration difficulties, and pricing trends.
03—Questions
Frequently Asked Questions
What did Skyworks stockholders vote on at the February 11, 2026 special meeting?
Stockholders voted on Proposal No. 1, the issuance of Skyworks common stock under the Merger Agreement with Qorvo, Inc., and Proposal No. 2, an adjournment of the meeting to solicit additional proxies if needed. The stock issuance proposal was approved.
How many shares were voted and was there a quorum?
A total of 121,415,377 shares, representing approximately 80.98% of the 149,930,299 outstanding shares entitled to vote as of the December 23, 2025 record date, were present or represented by proxy, constituting a quorum.
Why was the adjournment proposal not needed?
The filing states that adjournment was deemed unnecessary because a quorum was present and there were sufficient proxies at the time of the meeting to approve the Stock Issuance Proposal.
What conditions must be met before the Qorvo transaction can close?
Closing conditions include expiration or early termination of the HSR Act waiting period, approval under certain other antitrust and foreign investment regimes, no prohibiting order or law, accuracy of representations and warranties subject to agreed standards, material compliance with obligations under the Merger Agreement, and no continuing material adverse effect for either company.
Is completion of the transaction guaranteed?
No. The filing states that completion remains subject to closing conditions and that forward-looking statements, including failure to consummate the transaction in a timely manner or at all, are subject to risks and uncertainties that could cause actual results to differ materially.
04—Continue