01—Abstract
Summary
Summary of the 8-K filed May 19, 2026. Cited figures are marked; the original filing is the authoritative source.
Skyworks Solutions, Inc. filed this Form 8-K to report the results of its annual meeting of stockholders held on May 13, 2026.
Stockholders approved the 2026 Long-Term Incentive Plan (the "2026 LTIP"), which the Board had adopted subject to stockholder approval. The full plan is filed as Exhibit 99.1, and its description appears on pages 80 to 92 of the Definitive Proxy Statement filed April 3, 2026. The 2026 LTIP received 87,120,961 votes for, 21,664,734 votes against, 148,783 abstentions, and 12,941,125 broker non-votes.
All nine director nominees were elected to serve until the next annual meeting: Alan S. Batey, Kevin L. Beebe, Philip G.
Brace, Eric J. Guerin, Christine King, Suzanne E. McBride, David P.
McGlade, Robert A. Schriesheim, and Maryann Turcke. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for fiscal 2026, with 112,917,728 votes for and 8,706,974 against.
Several proposals failed. Stockholders did not approve, on an advisory basis, the compensation of the named executive officers (54,203,161 for and 54,542,944 against). They also did not approve four proposed Charter amendments that would have eliminated supermajority vote provisions, and did not approve a stockholder proposal regarding a greenhouse gas emission reduction efforts report.
02—Key points
Key Highlights
- Stockholders approved the 2026 Long-Term Incentive Plan, with 87,120,961 votes for and 21,664,734 against; the full plan is filed as Exhibit 99.1.
- Stockholders did not approve the advisory say-on-pay proposal on named executive officer compensation, with 54,203,161 votes for and 54,542,944 against.
- All nine director nominees were elected, including Alan S. Batey, Kevin L. Beebe, Philip G. Brace, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke.
- Stockholders ratified KPMG LLP as the independent registered public accounting firm for fiscal 2026, with 112,917,728 votes for.
- Four proposed Charter amendments to eliminate supermajority vote provisions were not approved, covering mergers and asset dispositions, business combinations with related persons, director-related Charter provisions, and stockholder action by written consent.
- A stockholder proposal regarding a greenhouse gas emission reduction efforts report was not approved, with 18,031,051 votes for and 90,550,272 against.
03—Questions
Frequently Asked Questions
What did stockholders approve at the May 13, 2026 annual meeting?
Stockholders approved the 2026 Long-Term Incentive Plan, which the Board had adopted subject to stockholder approval. The vote was 87,120,961 for, 21,664,734 against, and 148,783 abstentions. The plan's description appears on pages 80 to 92 of the April 3, 2026 proxy statement, and the complete plan is filed as Exhibit 99.1.
Did stockholders approve the executive compensation proposal?
No. The advisory, non-binding vote on the compensation of the named executive officers did not receive stockholder approval. The vote was 54,203,161 for and 54,542,944 against, with 188,373 abstentions.
Who was elected to the Board of Directors?
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. The nominees are Alan S. Batey, Kevin L. Beebe, Philip G. Brace, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke.
Which Charter amendments were proposed, and what happened to them?
Four proposed amendments to the Restated Certificate of Incorporation would have eliminated supermajority vote provisions. They covered stockholder approval of mergers, consolidations, asset dispositions, and substantial securities issuances; business combinations with related persons; stockholder amendment of Charter provisions governing directors; and stockholder amendment of the Charter provision governing action by stockholders. None of the four received stockholder approval.
04—Continue