Security Ownership of Certain Beneficial Owners and Management
To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January 15, 2016, by the following individuals or entities: (i) each person or entity who beneficially owns 5% or more of the outstanding shares of the Company’s common stock as of January 15, 2016; (ii) the Named Executive Officers (as defined above in Item 11 “Executive Compensation”); (iii) each director and nominee for director; and (iv) all executive officers and directors of the Company, as a group.
Beneficial ownership is determined in accordance with the rules of the SEC, is not necessarily indicative of beneficial ownership for any other purpose, and does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. As of January 15, 2016, there were 191,668,400 shares of the Company’s common stock issued and outstanding.
In computing the number of shares of Company common stock beneficially owned by a person and the percentage ownership of that person, shares of Company common stock that are subject to stock options or other rights held by that person that are currently exercisable or that will become exercisable within sixty (60) days of January 15, 2016, are deemed outstanding. These shares are not, however, deemed outstanding for the purpose of computing the percentage ownership of any other person.
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| Names and Addresses of Beneficial Owners(1) | | Number of Shares Beneficially Owned(2) | | Percent of Class | |
| BlackRock, Inc. | | 13,484,992 | (3) | 7.04 | % |
| The Vanguard Group, Inc. | | 12,012,609 | (4) | 6.27 | % |
| David J. Aldrich | | 552,754 | (5) | (*) | |
| Kevin L. Beebe | | 72,046 | | (*) | |
| Bruce J. Freyman | | 86,001 | (5) | (*) | |
| Timothy R. Furey | | 39,947 | | (*) | |
| Liam K. Griffin | | 93,001 | (5) | (*) | |
| Balakrishnan S. Iyer | | 13,555 | | (*) | |
| Christine King | | 14,965 | | (*) | |
| David P. McGlade | | 62,921 | | (*) | |
| David J. McLachlan | | 69,921 | | (*) | |
| Donald W. Palette | | 104,007 | (5) | (*) | |
| Robert A. Schriesheim | | 63,188 | | (*) | |
| Mark V.B. Tremallo | | 36,187 | (5) | (*) | |
| All directors and executive officers as a group (13 persons) | | 1,264,731 | (5) | (*) | |
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| (1) | Unless otherwise set forth in the following notes, each person’s address is the address of the Company’s principal executive offices at Skyworks Solutions, Inc., 20 Sylvan Road, Woburn, MA 01801, and stockholders have sole voting and sole investment power with respect to the shares, except to the extent such power may be shared by a spouse or otherwise subject to applicable community property laws. |
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| (2) | Includes the number of shares of Company common stock subject to stock options held by that person that are currently exercisable or will become exercisable within sixty (60) days of January 15, 2016 (the “Current Options”), as follows: Mr. Aldrich—315,924 shares under Current Options; Mr. Beebe—15,000 shares under Current Options; Mr. Freyman—33,750 shares under Current Options; Mr. Griffin—54,250 shares under Current Options; Ms. King—4,804 shares under Current Options; Mr. McLachlan—15,000 shares under Current Options; Mr. Palette—41,000 shares under Current Options; Mr. Tremallo—17,100 shares under Current Options; directors and executive officers as a group (13 persons)—512,978 shares under Current Options. |
The table does not reflect the number of shares of Company common stock to be issued pursuant to unvested restricted stock units (the “Unvested RSUs”) and earned, but unissued, performance share awards subject to time-based vesting
only (the “Unvested PSAs”) that are not scheduled to vest within sixty (60) days of January 15, 2016, as follows: Mr. Aldrich—183,000 shares under Unvested PSAs; Mr. Freyman—25,000 shares under Unvested RSUs and 38,500 shares under Unvested PSAs; Mr. Griffin—26,250 shares under Unvested RSUs and 79,400 shares under Unvested PSAs; Mr. Palette—30,000 shares under Unvested RSUs and 54,000 shares under Unvested PSAs; Mr. Tremallo—30,000 shares under Unvested PSAs; directors and executive officers as a group (13 persons)—81,250 shares under Unvested RSUs and 416,900 shares under Unvested PSAs.
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| (3) | Consists of shares beneficially owned by BlackRock, Inc. (“BlackRock”), in its capacity as a parent holding company of various subsidiaries under Rule 13d-1(b)(1)(ii)(G). In its capacity as a parent holding company or control person, BlackRock has sole voting power with respect to 11,370,168 shares and sole dispositive power with respect to 13,484,992 shares which are held by the following of its subsidiaries: BlackRock (Channel Islands) Ltd, BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock (Singapore) Limited, BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock Asset Management Ireland Limited, BlackRock Asset Management North Asia Limited, BlackRock Asset Management Schweiz AG, BlackRock Capital Management, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Fund Managers Ltd, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd, BlackRock Investment Management, LLC, BlackRock Japan Co Ltd, BlackRock Life Limited, and Xulu, Inc. With respect to the information relating to BlackRock and its affiliated entities, the Company has relied on information supplied by BlackRock on a Schedule 13G/A filed with the SEC on January 27, 2016. The address of BlackRock is 55 East 52nd Street, New York, NY, 10055. |
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| (4) | Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to 171,946 shares, sole dispositive power with respect to 11,852,163 shares and shared dispositive power with respect to 160,446 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of 112,346 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly owned subsidiary of Vanguard, is the beneficial owner of 107,700 shares as a result of its serving as investment manager of Australian investment offerings. With respect to the information relating to Vanguard, the Company has relied on information supplied by Vanguard on a Schedule 13G/A filed with the SEC on February 11, 2015. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. |
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| (5) | Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January 15, 2016. |
Equity Compensation Plan Information
As of October 2, 2015, the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:
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| • | the 1999 Employee Long-Term Incentive Plan |
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| • | the Directors’ 2001 Stock Option Plan |
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| • | the Non-Qualified Employee Stock Purchase Plan |
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| • | the 2002 Employee Stock Purchase Plan |
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| • | the 2005 Long-Term Incentive Plan |
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| • | the 2008 Director Long-Term Incentive Plan |
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| • | the 2015 Long-Term Incentive Plan |
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| • | AATI 2005 Equity Incentive Plan |
Except for the 1999 Employee Long-Term Incentive Plan (the “1999 Employee Plan”) and the Non-Qualified Employee Stock Purchase Plan (the “Non-Qualified ESPP”), each of the foregoing equity compensation plans was approved by the Company’s stockholders. A description of the material features of each non-stockholder approved plan is provided below under the headings “1999 Employee Long-Term Incentive Plan” and “Non-Qualified Employee Stock Purchase Plan.”
The following table presents information about these plans as of October 2, 2015.
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| | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#) | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) | |
| | (a) | | | (b) | | | | (c) | |
| Equity compensation plans approved by security holders | | 4,979,655 | (1) | | | 31.83 | | | 22,542,441 | (2) |
| Equity compensation plans not approved by security holders | | 396,052 | | | | 7.74 | | | 278,274 | (3) |
| TOTAL | | 5,375,707 | | | | 30.07 | | | 22,820,715 | |
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| (1) | Excludes 924,874 unvested shares under restricted stock and RSU awards and 3,278,862 unvested shares under PSAs, which figure assumes achievement of performance goals under the FY15 PSAs at target levels. |
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| (2) | Includes 955,539 shares available for future issuance under the 2002 Employee Stock Purchase Plan, 20,858,451 shares available for future issuance under the 2015 Long-Term Incentive Plan, and 728,451 shares available for future issuance under the 2008 Director Long-Term Incentive Plan. No further grants will be made under the Directors’ 2001 Stock Option Plan, the AATI 2005 Equity Incentive Plan, or the 2005 Long-Term Incentive Plan. |
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| (3) | Represents shares available under the Non-Qualified ESPP. No further grants will be made under the 1999 Employee Plan. |
1999 Employee Long-Term Incentive Plan
The 1999 Employee Plan provided for the grant of non-qualified stock options to purchase shares of the Company’s common stock to employees, other than officers and non-employee directors. The term of these options may not exceed 10 years. The 1999 Employee Plan contains provisions, which permit restrictions on vesting or transferability, as well as continued exercisability upon a participant’s termination of employment with the Company, of options granted thereunder. The 1999 Employee Plan provides for full acceleration of the vesting of options granted thereunder upon a “change in control” of the Company, as defined in the 1999 Employee Plan. The Board of Directors generally may amend, suspend or terminate the 1999 Employee Plan in whole or in part at any time; provided that any amendment that affects outstanding options be consented to by the holder of the options. As of April 26, 2009, no additional grants were issuable under the 1999 Employee Long-Term Incentive Plan.
Non-Qualified Employee Stock Purchase Plan
The Company also maintains the Non-Qualified ESPP to provide employees of the Company and participating subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase, by means of payroll deductions, of shares of the Company’s common stock at a discount from the market price of the common stock at the time of purchase. The
Non-Qualified ESPP is intended for use primarily by employees of the Company located outside the United States. Under the plan, eligible employees may purchase common stock through payroll deductions of up to 10% of compensation. The price per share is the lower of 85% of the market price at the beginning or end of each six-month offering period.
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