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 20, 2020, by the following individuals or entities: (i) each person or entity who beneficially owns five percent (5%) or more of the outstanding shares of the Company’s common stock as of January 20, 2020; (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 20, 2020, there were 170,155,181 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 20, 2020, 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 | |
| The Vanguard Group, Inc. | | 18,785,103(3) | | 11.04 | % |
| BlackRock, Inc. | | 13,271,115(4) | | 7.80 | % |
| Vulcan Value Partners, LLC | | 9,614,290(5) | | 5.65 | % |
| Capital Research Global Investors | | 8,802,918(6) | | 5.17 | % |
| David J. Aldrich | | 168,412(7) | | (*) | |
| Alan S. Batey | | — | | (*) | |
| Kevin L. Beebe | | 55,273 | | (*) | |
| Carlos S. Bori | | 42,121(7) | | (*) | |
| Timothy R. Furey | | 18,824 | | (*) | |
| Peter L. Gammel | | — | | (*) | |
| Liam K. Griffin | | 88,655(7) | | (*) | |
| Balakrishnan S. Iyer | | 20,432 | | (*) | |
| Christine King | | 17,038 | | (*) | |
| David P. McGlade | | 69,798 | | (*) | |
| Robert A. Schriesheim | | 73,873 | | (*) | |
| Kris Sennesael | | 72,377 | | (*) | |
| Kimberly S. Stevenson | | 673 | | (*) | |
| Robert J. Terry | | 16,790(7) | | (*) | |
| All current directors and executive officers as a group (14 persons) | | 649,776(7) | | (*) | |
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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 20, 2020 (the “Current Options”), as follows: Mr. Bori—12,856 shares under Current Options; Mr. Griffin—6,922 shares under |
Current Options; Mr. Sennesael—39,578 shares under Current Options; current directors and executive officers as a group (14 persons)—59,356 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”) that are not scheduled to vest within sixty (60) days of January 20, 2020, as follows: Mr. Aldrich—2,294 shares under Unvested RSUs; Mr. Batey—2,521 shares under Unvested RSUs; Mr. Beebe—2,294 shares under Unvested RSUs; Mr. Bori—41,152 shares under Unvested RSUs; Mr. Furey—2,294 shares under Unvested RSUs; Mr. Griffin—99,568 shares under Unvested RSUs; Mr. Iyer—2,294 shares under Unvested RSUs; Ms. King—2,294 shares under Unvested RSUs; Mr. McGlade—2,294 shares under Unvested RSUs; Mr. Schriesheim—2,294 shares under Unvested RSUs; Mr. Sennesael—51,848 shares under Unvested RSUs; Ms. Stevenson—3,638 shares under Unvested RSUs; Mr. Terry—32,216 shares under Unvested RSUs; current directors and executive officers as a group (14 persons)—279,668 shares under Unvested RSUs.
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| (3) | Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to 216,260 shares, shared voting power with respect to 42,432 shares, sole dispositive power with respect to 18,530,276 shares and shared dispositive power with respect to 254,827 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of 159,036 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 151,156 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, 2019. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. |
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| (4) | 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 11,522,781 shares and sole dispositive power with respect to 13,271,115 shares which are held by the following of its subsidiaries: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset, Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, BlackRock Fund Managers Ltd. 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 February 6, 2019. The address of BlackRock is 55 East 52nd Street, New York, NY 10055. |
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| (5) | Consists of shares beneficially owned by Vulcan Value Partners, LLC (“Vulcan”). Vulcan has sole voting power with respect to 8,603,813 and sole dispositive power with respect to 9,614,290 shares. With respect to the information relating to Vulcan, the Company has relied on information supplied by Vulcan on a Schedule 13G/A filed with the SEC on February 15, 2019. The address of Vulcan is Three Protective Center, 2801 Highway 280 South, Suite 300, Birmingham, AL 35223. |
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| (6) | 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 8,802,918 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 February 14, 2019. The address of Capital Research is 333 South Hope Street, Los Angeles, CA 90071. |
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| (7) | Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January 20, 2020. |
Equity Compensation Plan Information
As of September 27, 2019, 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 2002 Employee Stock Purchase Plan |
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| • | the Non-Qualified Employee Stock Purchase Plan |
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| • | the 2005 Long-Term Incentive Plan |
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| • | the AATI 2005 Equity Incentive Plan |
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| • | the 2008 Director Long-Term Incentive Plan |
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| • | the 2015 Long-Term Incentive Plan |
Except for 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 the Non-Qualified ESPP is provided below under the heading “Non-Qualified Employee Stock Purchase Plan.”
The following table presents information about these plans as of September 27, 2019.
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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 | 1,273,688(1) | | 65.38 | | 12,787,571(2) |
| Equity compensation plans not approved by security holders | — | | — | | 66,367(3) |
| TOTAL | 1,273,688 | | 65.38 | | 12,853,938 |
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| (1) | Excludes 1,576,852 unvested shares under restricted stock and RSU awards and 1,095,779 unvested shares under PSAs, which figure assumes achievement of performance goals under the FY19 PSAs at target levels. |
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| (2) | Includes 136,811 shares available for future issuance under the 2002 Employee Stock Purchase Plan, 12,032,017 shares available for future issuance under the 2015 Long-Term Incentive Plan, and 618,743 shares available for future issuance under the 2008 Director Long-Term Incentive Plan. No further grants will be made under 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. |
Non-Qualified Employee Stock Purchase Plan
The Company 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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