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 16, 2017, 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 16, 2017; (ii) the Named Executive Officers (as defined above in Item 11 “Executive Compensation”); (iii) each director and nominee for director; and (iv) all current 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 16, 2017, there were 184,800,343 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 16, 2017, 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 | |
| Capital Research Global Investors | | 19,580,784 | | (3) | 10.60 | % |
| The Vanguard Group, Inc. | | 16,443,350 | | (4) | 8.90 | % |
| BlackRock, Inc. | | 12,036,014 | | (5) | 6.51 | % |
| Ameriprise Financial, Inc. | | 9,768,802 | | (6) | 5.29 | % |
| Columbia Management Investment Advisers, LLC | | 9,764,382 | | (7) | 5.28 | % |
| David J. Aldrich | | 424,168 | | (8) | (*) | |
| Kevin L. Beebe | | 53,046 | | | (*) | |
| Bruce J. Freyman | | 23,970 | | (8) | (*) | |
| Timothy R. Furey | | 19,947 | | | (*) | |
| Peter L. Gammel | | 58,861 | | (8) | (*) | |
| Liam K. Griffin | | 128,470 | | (8) | (*) | |
| Balakrishnan S. Iyer | | 13,555 | | | (*) | |
| Christine King | | 17,366 | | | (*) | |
| David P. McGlade | | 62,921 | | | (*) | |
| David J. McLachlan | | 64,221 | | | (*) | |
| Donald W. Palette | | 11,719 | | (8) | (*) | |
| Robert A. Schriesheim | | 64,463 | | | (*) | |
| Kris Sennesael | | — | | | (*) | |
| Mark V.B. Tremallo | | 16,126 | | (8) | (*) | |
| All current directors and executive officers as a group (14 persons) | | 957,638 | | (8) | (*) | |
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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 16, 2017 (the “Current Options”), as follows: Mr. Aldrich—225,999 shares under Current Options; Mr. Freyman—5,000 shares under Current Options; Mr. Gammel—34,300 shares under Current Options; Mr. Griffin—63,000 shares under Current Options; Ms. King—7,205 shares |
under Current Options; Mr. Palette—7,000 shares under Current Options; Mr. Tremallo—4,000 shares under Current Options; current directors and executive officers as a group (14 persons)—347,187 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 16, 2017, as follows: Mr. Aldrich—13,906 shares under Unvested RSUs and 75,837 shares under Unvested PSAs; Mr. Beebe—2,775 shares under Unvested RSUs; Mr. Freyman—28,090 shares under Unvested RSUs and 13,767 shares under Unvested PSAs; Mr. Furey—2,775 shares under Unvested RSUs; Mr. Gammel—2,832 shares under Unvested RSUs and 13,043 shares under Unvested PSAs; Mr. Griffin—58,951 shares under Unvested RSUs and 30,242 shares under Unvested PSAs; Mr. Iyer—2,775 shares under Unvested RSUs; Ms. King—2,775 shares under Unvested RSUs; Mr. McGlade—2,775 shares under Unvested RSUs; Mr. McLachlan—2,775 shares under Unvested RSUs; Mr. Palette—30,000 shares under Unvested RSUs and 22,428 shares under Unvested PSAs; Mr. Schriesheim—2,775 shares under Unvested RSUs; Mr. Sennesael—28,734 shares under Unvested RSUs; Mr. Tremallo—12,490 shares under Unvested PSAs; current directors and executive officers as a group (14 persons)—160,276 shares under Unvested RSUs and 143,856 shares under Unvested PSAs.
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| (3) | Consists of shares beneficially owned by Capital Research Global Investors (“Capital Research”), a division of Capital Research and Management Company. Capital Research has sole voting power and sole dispositive power with respect to 19,580,784 shares. With respect to the information relating to Capital Research, the Company has relied on information supplied by Capital Research on a Schedule 13G/A filed with the SEC on April 8, 2016. The address of Capital Research is 333 South Hope Street, Los Angeles, CA, 90071. |
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| (4) | Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to 353,326 shares, shared voting power with respect to 18,700 shares, sole dispositive power with respect to 16,064,424 shares and shared dispositive power with respect to 378,926 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of 299,426 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 133,400 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, 2016. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA, 19355. |
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| (5) | 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 10,409,167 shares and sole dispositive power with respect to 12,036,014 shares which are held by the following of its subsidiaries: 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, and BlackRock Life Limited. 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, 2017. The address of BlackRock is 55 East 52nd Street, New York, NY, 10055. |
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| (6) | Consists of shares beneficially owned by Ameriprise Financial, Inc. (“AFI”), the parent holding company of CMIA (as defined below). AFI has sole voting power with respect to 0 shares, shared voting power with respect to 9,203,777 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 9,768,802 shares. The shares reported by AFI include those shares separately reported by CMIA, as described in Note 7. With respect to the information relating to AFI, the Company has relied on information supplied by AFI and CMIA on a Schedule 13G filed with the SEC on February 12, 2016. The address of AFI is 145 Ameriprise Financial Center, Minneapolis, MN, 55474. |
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| (7) | Consists of shares beneficially owned by Columbia Management Investment Advisers, LLC (“CMIA”). CMIA has sole voting power with respect to 0 shares, shared voting power with respect to 9,199,358 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 9,764,382 shares. With respect to the information relating to CMIA, the Company has relied on information supplied by AFI and CMIA on a Schedule 13G filed with the SEC on February 12, 2016. The address of CMIA is 225 Franklin Street, Boston, MA, 02110. |
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| (8) | Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January 16, 2017. |
Equity Compensation Plan Information
As of September 30, 2016, 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 September 30, 2016.
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| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#) (a) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c) |
| Equity compensation plans approved by security holders | 4,516,864(1) | 43.39 | 19,802,625(2) |
| Equity compensation plans not approved by security holders | 274,554 | 7.97 | 235,597(3) |
| TOTAL | 4,791,418 | 41.36 | 20,038,222 |
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| (1) | Excludes 530,872 unvested shares under restricted stock and RSU awards and 2,684,950 unvested shares under PSAs, which figure assumes achievement of performance goals under the FY16 PSAs at target levels. |
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| (2) | Includes 735,105 shares available for future issuance under the 2002 Employee Stock Purchase Plan, 18,368,206 shares available for future issuance under the 2015 Long-Term Incentive Plan, and 699,314 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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