filings.toolsSkyworks Solutions (SWKS) 10-K/A risk factor changes: FY2020 vs FY2019
The 2020-10-02 10-K/A against the 2019-09-27 one, compared heading by heading and sentence by sentence.
All filing items359 rewritten379 added299 removed198 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: the parser did not find an Item 1A in both filings.
- Sentence by sentence, 379 added, 299 removed, 359 rewritten and 198 unchanged across 8 items that differ.
Sentences by item
8 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Cover and table of contents
16 rewritten, 16 added, 10 removed, 25 unchanged
[removed: FORM 10-K/A][added: FORM 10-K/A]
| ☑ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
For the fiscal year [removed: ended September 27, 2019][added: ended October 2, 2020]
| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
Commission file [removed: number 001-05560][added: number 001-05560]
| Delaware | [added: | |] 04-2302115 | [added: | |]
| *(State or other jurisdiction of* *incorporation or organization)* | [added: | |] *(I.R.S. Employer Identification No.)* | [added: | |]
| *(Address of principal executive offices)* | | | [added: | | | | | |] *(Zip Code)* | | [added: | | | |]
| *(Registrant’s telephone number, including area code)* | | | | | [added: | | | | | | | | | |]
| Title of each class | | [added: | | | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]
| Common Stock, par value $0.25 per share | | [added: | | | |] SWKS | [added: | |] Nasdaq Global Select Market | [added: | |]
| Large accelerated filer | [added: | |] þ | [added: | |] Accelerated filer ☐ | [added: | |] Non-accelerated filer ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |] ☐ | [added: | |]
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing price of the registrant’s common stock as reported on the Nasdaq Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter March [removed: 29, 2019)] [added: 27, 2020)] was approximately [removed: $14.2] [added: $14.5] billion.
The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of January [removed: 20, 2020,] [added: 22, 2021,] was [removed: 170,155,181.][added: 164,900,017.]
This Amendment No. 1 amends [removed: Skyworks Solutions, Inc.’s (“Skyworks” or] the [removed: “Company”)] Annual Report on Form 10-K [added: of Skyworks Solutions, Inc. (“Skyworks” or the “Company”),] for the year ended [removed: September 27, 2019,] [added: October 2, 2020,] which was filed with the Securities and Exchange Commission (“SEC”) on November [removed: 14, 2019] [added: 17, 2020] (the “Original Filing”).
The Company is filing this Amendment No. 1 for the sole purpose of providing the information required in Part III of Form 10-K, as the Company’s [removed: 2020] [added: 2021] Annual Meeting of Stockholders is scheduled for May [removed: 6, 2020,] [added: 12, 2021,] and, accordingly, the Company’s Proxy Statement relating to such Annual Meeting will be filed after the date hereof.
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| 5260 California Avenue | | | Irvine | | | California | | | 92617 | | | | | |
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| (949) | | | | | | | | | 231-3000 | | | | | |
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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| 20 Sylvan Road, | Woburn | Massachusetts | 01801 | |
| (781) | | | 376-3000 | |
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Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
40 rewritten, 29 added, 84 removed, 16 unchanged
The following table sets forth for each director and executive officer of the Company his or her position with the Company as of January [removed: 20, 2020:][added: 22, 2021:]
| Name | | [added: | | | |] Title | [added: | |]
| David J. Aldrich | | [added: | | | |] Chairman of the Board | [added: | |]
| Christine King | | [added: | | | |] Lead Independent Director | [added: | |]
| Liam K. Griffin | | [added: | | | |] President, Chief Executive Officer and Director | [added: | |]
| Alan S. Batey | | [added: | | | |] Director | [added: | |]
| Kevin L. Beebe | | [added: | | | |] Director | [added: | |]
| Timothy R. Furey | | [added: | | | |] Director | [added: | |]
| David P. McGlade | | [added: | | | |] Director | [added: | |]
| Robert A. Schriesheim | | [added: | | | |] Director | [added: | |]
| Kimberly S. Stevenson | | [added: | | | |] Director | [added: | |]
| Carlos S. Bori | | [added: | | | |] Senior Vice President, Sales and Marketing | [added: | |]
| [removed: Kari] [added: Karilee] A. Durham | | [added: | | | |] Senior Vice President, Human Resources | [added: | |]
| Kris Sennesael | | [added: | | | |] Senior Vice President and Chief Financial Officer | [added: | |]
| Robert J. Terry | | [added: | | | |] Senior Vice President, General Counsel and Secretary | [added: | |]
[removed: Mr. Aldrich] [added: *Kris Sennesael*, age 52,] joined the Company in [removed: 1995 as] [added: August 2016 and is Senior] Vice [removed: President,] [added: President and] Chief Financial [removed: Officer and Treasurer.][added: Officer.]
We believe that Mr. [removed: Aldrich is qualified] [added: Aldrich’s qualifications] to serve as a director [removed: because of] [added: include] his leadership experience, his strategic [removed: decision making] [added: decision-making] ability, his knowledge of the semiconductor [removed: industry] [added: industry,] and his in-depth knowledge of Skyworks’ business.
[added: | *Christine King*, age 71, has been a director since 2014 and Lead Independent Director since 2019.] Ms. King served as Executive Chairman of QLogic Corporation (a publicly traded developer of high performance server and storage networking connectivity products) from August 2015 until August 2016, when it was acquired by Cavium, Inc. Previously, she served as [removed: a director and as] Chief Executive Officer of Standard Microsystems Corporation (a publicly traded developer of silicon-based integrated circuits utilizing analog and mixed-signal technologies) from 2008 until the company’s acquisition in 2012 by Microchip Technology, Inc. Prior to Standard Microsystems, Ms. King was Chief Executive Officer of AMI Semiconductor, Inc., a publicly traded company, from 2001 until it was acquired by ON Semiconductor Corp. in 2008. [added: | | | | | | Other Public Company Boards Current •IDACORP, Inc. •Allegro MicroSystems, Inc. Past 5 Years •Cirrus Logic, Inc. (until 2018) •QLogic Corporation (until 2016) | | |]
We believe that Ms. [removed: King is qualified] [added: King’s qualifications] to serve as a director [removed: because of] [added: include] her extensive management and operational experience in the [removed: high tech] [added: high-tech] and semiconductor [removed: industries.][added: industries as well as her significant strategic and financial expertise.]
[added: We believe that] Mr. [removed: Griffin brings] [added: Griffin’s qualifications] to [removed: the Board of Directors] [added: serve as a director include his] strong relationships with Skyworks’ key customers, investors, employees, and other stakeholders, as well as a deep understanding of the semiconductor industry and its competitive [removed: landscape.][added: landscape gained through serving in several different executive positions at Skyworks.]
[added: | *Alan S. Batey*, age 57, has been a director since 2019.] Mr. Batey served as Executive Vice President and President of North America for General Motors Company (a publicly traded automotive manufacturer), as well as the Global Brand Chief for Chevrolet, a division of General Motors Company, from 2014 until 2019. [added: His career spans more than 39 years with General Motors where he held various senior management positions in operations, marketing, and sales around the world. | | | | | | Other Public Company Boards Current •None Past 5 Years •None | | |]
We believe that Mr. [removed: Batey is qualified] [added: Batey’s qualifications] to serve as a director [removed: given] [added: include] his extensive senior management experience at General Motors, where he developed expertise on a broad set of complex strategic, operational, and technological matters involving the automotive industry, an industry that is expected to be a growth market for the Company.
We believe that Mr. [removed: Beebe is qualified] [added: Beebe’s qualifications] to serve as a director [removed: because of] [added: include] his two decades of experience as an operating executive in the wireless telecommunications [removed: industry.][added: industry as well as his experience and relationships gained from advising leading private equity firms that are transacting business in the global capital markets.]
We believe that Mr. [removed: Furey is qualified] [added: Furey’s qualifications] to serve as a director [removed: because] [added: include] his experience as Chief Executive Officer of MarketBridge, as well as his engagements with MarketBridge’s clients (many of which are Fortune 1000 companies), [added: which] provide him with a broad range of knowledge regarding business operations and growth strategies.
We believe that Mr. [removed: Schriesheim is qualified] [added: Schriesheim’s qualifications] to serve as a director [removed: because of] [added: include] his extensive knowledge of the capital [removed: markets, experience with] [added: markets and] corporate financial capital structures, [removed: and long history of] [added: his expertise] evaluating and structuring merger and acquisition transactions within the technology [removed: sector.][added: sector, and his experience gained through leading companies through major strategic and financial corporate transformations.]
[added: | *Kimberly S. Stevenson*, age 58, has been a director since 2018. In January 2020, Ms. Stevenson became Senior Vice President and General Manager, Foundational Data Services Business Unit, at NetApp, Inc. (a publicly traded provider of cloud data services).] From [added: February 2019 to January 2020, she was a venture partner at RIDGE-LANE Limited Partners (a strategic advisory and venture development firm). Previously, Ms. Stevenson served as Senior Vice President and General Manager, Data Center Products and Solutions, at Lenovo Group Ltd. (a publicly traded manufacturer of personal computers, data center equipment, smartphones, and tablets) from May 2017 to October 2018. From] September 2009 to February 2017, she served as a Corporate Vice President at Intel Corporation (a publicly traded semiconductor designer and manufacturer), holding various positions including Chief Operating Officer for the Client and Internet of Things Businesses and Systems Architecture Group from September 2016 to February 2017, Chief Information Officer from February 2012 to August 2016, and General Manager, IT Operations and Services, from September 2009 to January 2012. [added: | | | | | | Other Public Company Boards Current •Boston Private Financial Holdings •Mitek Systems, Inc. Past 5 Years •None | | |]
We believe that Ms. [removed: Stevenson is qualified] [added: Stevenson’s qualifications] to serve as a director [removed: given] [added: include] her extensive [added: senior management] experience in the semiconductor and technology [removed: industries.][added: industries and her expertise on best practices within information systems and operational risk management.]
In addition to the information presented above regarding each director’s specific experience, qualifications, [removed: attributes] [added: attributes,] and skills that led our Board of Directors to conclude that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, [removed: honesty] [added: honesty,] and adherence to high ethical standards.
Each of our directors will serve until the [removed: 2020] [added: 2021] Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal.
Bori*, age [removed: 49,] [added: 50,] joined the Company in July 2013 and has served as Senior Vice President, Sales and Marketing, since November 2017.
Previously, he spent more than 18 years with Beacon Electronic Associates (a North American independent representative of semiconductor manufacturers), serving as its President from 2004 to [removed: 2013*.*][added: 2013.]
[removed: *Kari] Durham*, age [removed: 51,] [added: 52,] joined the Company in April 2018 and is Senior Vice President, Human Resources.
Earlier, she held multiple senior human resources positions with Dell Inc. (a computer retailer) from October 2007 to September 2010, prior to which she held human resources positions at Flextronics International Ltd., Solectron Corporation, and [removed: UT-Battelle,] [added: UT-Battelle] LLC.
Terry*, age [removed: 53,] [added: 54,] joined the Company in 2003 and has served as Senior Vice President, General Counsel and Secretary since November 2017.
We have established an Audit Committee consisting of the following individuals, each of whom qualifies as independent within the meaning of the applicable Listing Rules of the Nasdaq Stock Market LLC (the “Nasdaq Rules”) and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (“Exchange Act”): [removed: Balakrishnan S.][added: David P.]
[removed: Iyer] [added: McGlade] (Chairman), Timothy R.
Furey, Christine King, and [removed: David P.][added: Robert A.]
The Board of Directors has determined that each of Mr. [removed: Iyer] [added: McGlade] (Chairman), Ms. King, and Mr. [removed: McGlade] [added: Schriesheim] meets the qualifications of an “audit committee financial expert” under SEC Rules and the qualifications of “financial sophistication” under the applicable Nasdaq Rules.
We have adopted a written code of business conduct and ethics that applies to our directors, [removed: officers] [added: officers,] and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
We make available our code of business conduct and ethics free of charge through our website at [removed: *http://www.skyworksinc.com*.][added: *www.skyworksinc.com*.]
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| *David J. Aldrich*, age 63, serves as Chairman of the Board, a position he has held since May 2014. Mr. Aldrich also served as Executive Chairman of the Company from May 2016 to May 2018, Chief Executive Officer from May 2014 to May 2016, and as President and Chief Executive Officer and as a director from April 2000 to May 2014. From September 1999 to April 2000, Mr. Aldrich served as President and Chief Operating Officer. From May 1999 to September 1999, he served as Executive Vice President, and from May 1996 to May 1999, he served as Vice President and General Manager of the semiconductor products business unit. Mr. Aldrich joined the Company in 1995 as Vice President, Chief Financial Officer and Treasurer. | | | | | | Other Public Company Boards Current •Belden Inc. •Acacia Communications, Inc. Past 5 Years •None | | |
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| *Liam K. Griffin*, age 54, is President and Chief Executive Officer and a director of the Company. Prior to his appointment as Chief Executive Officer and to the Board of Directors in May 2016, Mr. Griffin had served as President since May 2014. He served as Executive Vice President and Corporate General Manager from November 2012 to May 2014, Executive Vice President and General Manager, High Performance Analog from May 2011 to November 2012, and Senior Vice President, Sales and Marketing from August 2001 to May 2011. Previously, Mr. Griffin was employed by Vectron International, a division of Dover Corp., as Vice President of Worldwide Sales from 1997 to 2001 and as Vice President of North American Sales from 1995 to 1997. | | | | | | Other Public Company Boards Current •National Instruments Corporation Past 5 Years •Vicor Corporation (until 2019) | | |
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| *Kevin L. Beebe*, age 61, has been a director since 2004. He has been President and Chief Executive Officer of 2BPartners, LLC (a partnership that provides strategic, financial, and operational advice to private equity investors and management) since 2007. In 2014, Mr. Beebe became a founding partner of Astra Capital Management (a private equity firm based in Washington, D.C.). Previously, beginning in 1998, he was Group President of Operations at ALLTEL Corporation (a telecommunications services company). | | | | | | Other Public Company Boards Current •SBA Communications Corporation •Frontier Communications Corporation •Altimar Acquisition Corporation Past 5 Years •NII Holdings, Inc. (until 2019) | | |
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| *Timothy R. Furey*, age 62, has been a director since 1998. He has been Chief Executive Officer of Integrated Smart Solutions (a provider of cloud-based IoT data analytics and energy management services for global commercial real estate investors and property management firms) since 2020. He also serves as Chairman of the Board of MarketBridge (a provider of digital marketing and predictive analytics solutions for enterprise technology, financial services, and consumer media companies). Mr. Furey founded MarketBridge and served as its Chief Executive Officer from 2000 to 2020. He is also Managing Partner of Decision Technology Group (an advisor and investor in data-driven technology startups). | | | | | | Other Public Company Boards Current •None Past 5 Years •None | | |
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| *David P. McGlade*, age 60, has been a director since 2005. He serves as Chairman of the Board of Intelsat S.A. (a publicly traded worldwide provider of satellite communication services), a position he has held since April 2013. Mr. McGlade served as Executive Chairman of Intelsat from April 2015 to March 2018, prior to which he served as Chairman and Chief Executive Officer. Mr. McGlade joined Intelsat in April 2005 and was the Deputy Chairman of Intelsat from August 2008 until April 2013. Previously, Mr. McGlade served as an Executive Director of mmO2 PLC and as the Chief Executive Officer of O2 UK (a subsidiary of mmO2), a position he held from October 2000 until March 2005. | | | | | | Other Public Company Boards Current •Intelsat S.A. Past 5 Years •None | | |
We believe that Mr. McGlade’s qualifications to serve as a director include his significant operational, strategic, and financial acumen, as well as his knowledge about global capital markets, developed over more than three decades of experience in the telecommunications business.
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| *Robert A. Schriesheim*, age 60, has been a director since 2006. He currently serves as chairman of Truax Partners LLC (a consulting firm). He served as Executive Vice President and Chief Financial Officer of Sears Holdings Corporation (a publicly traded nationwide retailer) from August 2011 to October 2016. From January 2010 to October 2010, Mr. Schriesheim was Chief Financial Officer of Hewitt Associates, Inc. (a global human resources consulting and outsourcing company that was acquired by Aon Corporation). From October 2006 until December 2009, he was the Executive Vice President and Chief Financial Officer of Lawson Software, Inc. (a publicly traded ERP software provider). | | | | | | Other Public Company Boards Current •Frontier Communications Corporation •Houlihan Lokey, Inc. Past 5 Years •Forest City Realty Trust (until 2018) •NII Holdings, Inc. (until 2019) | | |
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*Karilee A.
Schriesheim.
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| Balakrishnan S. Iyer | | Director |
*David J.
Aldrich*, age 62, serves as Chairman of the Board, a position he has held since May 2014.
Mr. Aldrich also served as Executive Chairman from May 2016 to May 2018, Chief Executive Officer from May 2014 to May 2016, and as President and Chief Executive Officer and as a director from April 2000 to May 2014.
From September 1999 to April 2000, Mr. Aldrich served as President and Chief Operating Officer.
From May 1999 to September 1999, he served as Executive Vice President, and from May 1996 to May 1999, he served as Vice President and General Manager of the semiconductor products business unit.
Mr. Aldrich also serves as a director of Belden Inc. (a publicly traded provider of end-to-end signal transmission solutions) and Acacia Communications, Inc. (a publicly traded provider of high-speed coherent optical interconnect products).
Mr. Aldrich brings to the Board of Directors his thorough knowledge of Skyworks’ business, strategy, people, operations, competition, financial position, and investors.
Further, as a result of his service as a director for Belden Inc. and Acacia Communications, Inc., multinational public companies, Mr. Aldrich provides the Board of Directors with other organizational perspectives and cross-board experience.
*Christine King*, age 70, has been a director since January 2014 and Lead Independent Director since May 2019.
Ms. King currently serves as a director of IDACORP, Inc. (a publicly traded holding company), and Idaho Power Company (a subsidiary of IDACORP).
She previously served as a director of Cirrus Logic, Inc., QLogic Corporation, Analog Devices, Inc., and Atheros Communications, Inc., prior to its acquisition by Qualcomm, Inc.
In particular, through her experience as Executive Chairman of QLogic and as Chief Executive Officer of Standard Microsystems and AMI Semiconductor, as well as her service as a director of other public companies, Ms. King provides the Board of Directors with significant strategic, operational, and financial expertise.
She also serves as a designated “audit committee financial expert” for Skyworks’ Audit Committee.
*Liam K.
Griffin*, age 53, is President and Chief Executive Officer and a director of the Company.
Prior to his appointment as Chief Executive Officer and to the Board of Directors in May 2016, he had served as President since May 2014.
He served as Executive Vice President and Corporate General Manager from November 2012 to May 2014, Executive Vice President and General Manager, High Performance Analog from May 2011 to November 2012, and Senior Vice President, Sales and Marketing from August 2001 to May 2011.
Previously, Mr. Griffin was employed by Vectron International, a division of Dover Corp., as Vice President of Worldwide Sales from 1997 to 2001 and as Vice President of North American Sales from 1995 to 1997.
Mr. Griffin also serves as a director of National Instruments Corporation (a publicly traded designer and manufacturer of automated test and measurement systems).
He previously served as a director of Vicor Corp. from 2009 to 2019.
We believe that Mr. Griffin is qualified to serve as a director because of his breadth of leadership experience and in-depth understanding of Skyworks’ business gained through serving in several different executive positions at Skyworks over the past 18 years.
His service as a director of National Instruments and his prior service as a director of Vicor give Mr. Griffin added perspective regarding the challenges confronting public technology companies.
*Alan S.
Batey*, age 56, has been a director since August 2019.
His career spans more than 39 years with General Motors where he held various senior management positions in operations, marketing, and sales around the world.
Mr. Batey was identified as a director candidate by a search firm engaged by the Nominating and Corporate Governance Committee.
*Kevin L.
Beebe*, age 60, has been a director since January 2004.
Since November 2007, he has been President and Chief Executive Officer of 2BPartners, LLC (a partnership that provides strategic, financial, and operational advice to private equity investors and management).
In 2014, Mr. Beebe became a founding partner of Astra Capital Management (a private equity firm based in Washington, D.C.).
Previously, beginning in 1998, he was Group President of Operations at ALLTEL Corporation (a telecommunications services company).
Mr. Beebe also serves as a director for SBA Communications Corporation (a publicly traded operator of wireless communications infrastructure in North, Central, and South America) and Frontier Communications Corporation (a publicly traded provider of communications services).
He previously served as chairman of the board of directors of NII Holdings, Inc., until December 2019 upon the sale of its sole material asset.
For example, as Group President of Operations at ALLTEL, he was instrumental in expanding ALLTEL’s higher margin retail business, which significantly enhanced ALLTEL’s competitive position in a dynamic, consolidating industry.
In addition, as Chief Executive Officer of 2BPartners, LLC, Mr. Beebe continues to gain a broad range of business experience and to build business relationships by advising leading private equity firms that are transacting business in the global capital markets.
Mr. Beebe provides cross-board experience by serving as a director for several public and private
companies (including service on both audit and governance committees).
An excerpt. Shown here: all 40 rewritten, all 29 added and 40 of 84 removed. The counts are complete. For every sentence, read Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. in the FY2020 filing and the FY2019 filing.
Item 11. EXECUTIVE COMPENSATION.
198 rewritten, 295 added, 174 removed, 121 unchanged
This Compensation Discussion and Analysis section discusses the compensation policies and programs for our Chief Executive Officer, our Chief Financial Officer, and our three next most highly paid executive officers during [added: our] fiscal year [removed: 2019] [added: ended October 2, 2020 (“fiscal year 2020”),] as determined under the rules of the SEC.
We refer to this group of executive officers as our “Named Executive Officers.” For fiscal year [removed: 2019,] [added: 2020,] our Named Executive Officers were:
[removed: | • | Liam K.] Griffin, President and Chief Executive Officer; [removed: |]
[removed: | • |] [added: -] Kris Sennesael, Senior Vice President and Chief Financial Officer; [removed: |]
[removed: | • | Carlos S.] Bori, Senior Vice President, Sales and Marketing; [removed: |]
[removed: | • | Robert J.] Terry, Senior Vice President, General Counsel and Secretary; and [removed: |]
At our [removed: 2019] [added: 2020] Annual Meeting of Stockholders, approximately [removed: 72%] [added: 89%] of the votes cast approved our “Say-on-Pay” proposal—the annual advisory vote regarding the compensation of the Company’s [removed: named executive officers.][added: Named Executive Officers.]
During [removed: our] [added: these] conversations, most [removed: of these] institutional stockholders expressed approval of the Company’s strategy, performance, and [removed: management, as well as support for the Company’s compensation policies, plan designs, and performance metrics.][added: management.]
The Compensation Committee sets compensation for the Named Executive Officers, including base salary, short-term incentives, and long-term stock-based incentives, at levels generally intended to be competitive with the compensation of comparable executives in semiconductor companies with which the Company competes for executive [removed: talent.][added: talent and to link the compensation of our Named Executive Officers to improvements in the Company’s financial performance and increases in stockholder value.]
The objectives of our executive compensation program are to attract, [removed: retain] [added: retain,] and motivate highly qualified executives to operate our business, and to link the compensation of those executives to improvements in the Company’s financial performance [added: and increases in stockholder value.]
[removed: | • |] [added: -] ensuring that our executive compensation program is competitive with a group of companies in the semiconductor industry with which we compete for executive talent; [removed: |]
[removed: | • |] [added: -] providing a base salary that serves as the foundation of a compensation package that attracts and retains the executive talent needed to achieve our business objectives; [removed: |]
[removed: | • |] [added: -] providing short-term variable compensation that motivates executives and rewards them for achieving Company financial performance targets; [removed: |]
[removed: | • |] [added: -] providing long-term stock-based compensation that aligns the interest of our executives with stockholders by rewarding them for long-term increases in stockholder value; and [removed: |]
[removed: | • |] [added: -] ensuring that our executive compensation program is perceived as fundamentally fair to our employees. [removed: |]
[removed: Additionally,] Company management [removed: has engaged] [added: also purchases published compensation and benefits surveys from Aon/Radford, and on occasion engages] certain affiliates of Aon/Radford in various jurisdictions for [removed: consulting and brokerage] services unrelated to executive compensation and benefits, [added: engagements] for which the [removed: Company paid a total of $23,904 in fiscal year 2019.][added: Company’s management has not sought the Compensation Committee’s approval.]
[removed: *Role of] [added: |] Chief Executive [removed: Officer*][added: Officer | | | 6 | | | 137,200 | | |]
The Compensation Committee [removed: also considers] [added: considered] the recommendations of the Chief Executive Officer regarding the compensation of the other Named Executive Officers and each of his other direct reports.
These recommendations [removed: include] [added: were based on] an assessment of each individual’s responsibilities, experience, [removed: performance] [added: performance,] and contribution to the Company’s performance, and also [removed: generally take] [added: took] into account internal factors such as scope of role and level in the organization, in addition to external factors such as the current environment for attracting and retaining executives.
In [removed: determining] [added: making annual stock-based] compensation [added: awards to executive officers] for [removed: each of] [added: fiscal year 2020,] the [removed: Named Executive Officers,] [added: Compensation Committee first reviewed] the [removed: committee utilizes “Comparator Group”] [added: Comparator Group grant] data [removed: for each] [added: by executive] position.
[added: The Compensation Committee annually compares the components and amounts of compensation that we provide to our Chief Executive Officer and each of the other Named Executive Officers with “Comparator Group” data for each position and uses this comparison data to help inform its review and determination of base salaries, short-term incentives, and long-term stock-based compensation awards, as discussed in further detail below under “*Components of Compensation*.”] For fiscal year [removed: 2019,] [added: 2020,] the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon/Radford survey data of [removed: 14] semiconductor companies (where sufficient data was not available in the Aon/Radford semiconductor survey data for a given executive position, the Comparator Group data also included survey data regarding high-technology companies), and (ii) [added: data from] the [removed: “peer”] group [removed: data for] [added: of] 16 publicly traded semiconductor companies [removed: with which the Company competes for executive talent:][added: listed below.]
| [removed: *Advanced] [added: Advanced] Micro Devices | [removed: *KLA-Tencor] | [removed: *Microchip] [added: | KLA Corporation | | | Microchip] Technology | [removed: *Qorvo] | [added: | Qorvo | | |]
| [removed: *Analog] [added: Analog] Devices | [removed: *Lam] [added: | | Lam] Research | [removed: *Micron] [added: | | Micron] Technology | [removed: *QUALCOMM] | [added: | QUALCOMM | | |]
| [removed: *Applied] [added: Applied] Materials | [removed: *Marvell] [added: | | Marvell] Technology | [removed: *NVIDIA] | [removed: *Texas] [added: | NVIDIA | | | Texas] Instruments | [added: | |]
| [removed: *Broadcom Limited] [added: Broadcom] | [removed: *Maxim] [added: | | Maxim] Integrated Products | [removed: *ON] [added: | | ON] Semiconductor | [removed: *Xilinx] | [added: | Xilinx | | |]
After reviewing the [added: Comparator Group] data and considering the [removed: input,] [added: input of Aon/Radford,] the Compensation Committee established (and the full Board of Directors was advised of) the base salary, short-term incentive target, and [removed: long-term] stock-based compensation [removed: award] for each Named Executive [removed: Officer.][added: Officer for fiscal year 2020.]
In determining the compensation of our Chief Executive Officer for fiscal year [removed: 2019,] [added: 2020,] the Compensation Committee focused on (i) competitive levels of compensation for chief executive officers who are leading a company of similar size and complexity, (ii) the importance of retaining [added: and incentivizing] a chief executive officer with the strategic, financial, and leadership skills necessary to ensure our continued growth and success, (iii) our Chief Executive Officer’s role relative to the other Named Executive Officers, (iv) input from the full Board of Directors on our Chief Executive Officer’s performance, and (v) the length of our Chief Executive Officer’s service [removed: to the Company.]
Aon/Radford advised the Compensation Committee that [removed: the base salary, short-term incentive target opportunity, performance metrics, and equity-based] [added: such components of executive] compensation [removed: established by the Compensation Committee] for fiscal year [removed: 2019] [added: 2020] were competitive for chief executive officers [removed: leading] [added: and other executive officers at] companies of similar size and complexity in the semiconductor industry.
For fiscal year [removed: 2019,] [added: 2020,] the Compensation Committee sought to make decisions [removed: regarding] [added: that would result in] each Named Executive Officer’s [removed: base salary, short-term incentive opportunity, and long-term stock-based incentive award that were] [added: target total direct compensation being] competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service.
Consistent with our objective of having compensation programs that are considered fair to our employees, [removed: the Named Executive Officers] [added: executive officers] are eligible to participate in the Company’s medical, dental, vision, [removed: insurance,] [added: life,] and [removed: retirement plans] [added: disability insurance plans, as well as the Company’s 401(k) Savings and Investment Plan and Employee Stock Purchase Plan,] under the same terms as such benefits are [removed: offered to other benefits-eligible employees.]
The base salary for fiscal year [removed: 2019] [added: 2020] for each Named Executive Officer, as reflected in the table below, increased on average [removed: 6.9%] [added: 5.8%] from the Named Executive Officer’s base salary in fiscal year [removed: 2018,] [added: 2019,] with increases ranging from [removed: 2.0%] [added: 5.0%] to [removed: 8.9%.][added: 6.1%.]
Salary increases were based on the market-based salary adjustments recommended by Aon/Radford as well as recommendations by the Chief Executive [removed: Officer.][added: Officer (for Named Executive Officers other than himself).]
| | [removed: FY2019] [added: | | FY2020] Base Salary ($) | [removed: FY2018] [added: | | FY2019] Base Salary ($) | [added: | |]
| Liam K. Griffin | [added: | | 1,029,000 | | |] 980,000 | [removed: 900,000] | [added: |]
| Kris Sennesael | [added: | | 530,000 | | |] 500,000 | [removed: 460,000] | [added: |]
| Carlos [added: S.] Bori | [added: | | 457,000 | | |] 431,000 | [removed: 403,000] | [added: |]
| Robert J. Terry | [added: | | 473,000 | | |] 446,000 | [removed: 413,000] | [added: |]
[removed: For fiscal year 2019,] [added: (3) Reflects amounts paid to] the [removed: Compensation Committee] [added: Named Executive Officers pursuant to the executive incentive plan] adopted [added: by] the [removed: Fiscal Year 2019 Executive Incentive Plan (the “Incentive Plan”).][added: Compensation Committee for each year indicated.]
The [added: Fiscal Year 2020 Executive] Incentive Plan [removed: established short-term incentive awards for fiscal year 2019 for certain officers of the Company, including] [added: (the “Incentive Plan”) adopted by] the [removed: Named Executive Officers,] [added: Compensation Committee on December 17, 2019, was] based on the Company’s achievement of corporate performance goals established [removed: at the beginning of the] [added: on a semi-annual basis during] fiscal [removed: year.][added: year 2020.]
[removed: Short-term] [added: Our short-term] incentive compensation [added: plan for executive officers] is [added: established annually by the Compensation Committee and is] intended to motivate and reward executives by tying a significant portion of their total cash compensation to the Company’s achievement of pre-established performance goals that are generally one year or less in duration.
Named Executive Officers
- Liam K.
- Carlos S.
- Robert J.
- Karilee A.
Durham, Senior Vice President, Human Resources.
The fees paid to Aon/Radford and its affiliates in fiscal year 2020 for these surveys and additional services did not exceed $120,000.
The Company’s selected peer group remained unchanged from that used by the Compensation Committee for the prior fiscal year.
The peer group includes many business competitors, as well as certain larger semiconductor companies with which the Company competes for executive talent.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
The Compensation Committee generally seeks to make decisions regarding each Named Executive Officer’s compensation that are competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service.
to the Company.
| Karilee A. Durham | | | 432,000 | | | 408,000 | | |
The Compensation Committee moved to six-month performance periods for fiscal year 2020, as opposed to an annual performance period as in previous years, as a result of market uncertainty that existed in late 2019 related to the U.S.-China trade war, including restrictions on the Company’s ability to do business with Huawei Technology Co., Ltd., and certain of its affiliates (the “Trade War”), and its potential impacts on the Company’s financial results for fiscal year 2020.
The Compensation Committee concluded that establishing performance goals on a semi-annual basis in light of these uncertainties would best enable the Compensation Committee to establish meaningful and appropriate goals for each half of the year.
This approach proved to be particularly appropriate for fiscal year 2020, as the performance goals set by the Compensation Committee for the second performance period, as discussed below, also reflected additional uncertainty in the Company’s business outlook that had arisen as a result of the COVID-19 outbreak.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
In December 2019 and May 2020, the Compensation Committee established performance goals for the applicable semi-annual performance period, with each executive eligible to earn up to half of his or her annual short-term incentive compensation with respect to each six-month period.
Under the Incentive Plan, any unearned amounts with respect to the first performance period were to be forfeited and could not be earned later based on performance during the second performance period or full-year performance.
Payments under the Incentive Plan were based on achieving revenue and non-GAAP EBITDA performance goals, each of which was weighted at 50% for each respective performance period.
The performance goals established for the second half of fiscal year 2020 were based on the Company’s outlook in May 2020 for the remainder of the fiscal year and reflected the significant economic uncertainty associated with the COVID-19 outbreak, including an expectation of revenue for the second half of fiscal year 2020 lower than the Company’s original operating plan for the fiscal year.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue – 1st Half | | | $1,400 | | | $1,550 | | | $1,660 | | |
| Revenue – 2nd Half | | | $1,400 | | | $1,500 | | | $1,600 | | |
| Non-GAAP EBITDA – 1st Half | | | $590 | | | $665 | | | $720 | | |
| Non-GAAP EBITDA – 2nd Half | | | $590 | | | $640 | | | $690 | | |
Under the Incentive Plan, upon completion of the first six months of the fiscal year, the Compensation Committee determined the extent to which the Company’s performance goals for the first performance period were attained, reviewed the CEO’s recommended payouts under the Incentive Plan, and approved the awards to be made under the Incentive Plan with respect to the first performance period.
Upon completion of the fiscal year, the Compensation Committee completed the same process with respect to the second performance period.
Payments with respect to the first performance period were capped at 100% of the first half target level attributable to the applicable metric, with amounts over the target level held back and paid after the end of the fiscal year upon certification that the Company had achieved its nominal level of non-GAAP operating income for the fiscal year.
The payout for achievement under the performance goals between either the “threshold” and “target” levels or the “target” and “maximum” levels would be based on linear interpolation between the two relevant amounts.
For the first half of fiscal year 2020, the Company’s revenue and non-GAAP EBITDA achieved were $1,662 million and $729 million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to his or her maximum payment level, or 200% of the target payment level.
A payment of the target amount was made to each Named Executive Officer in May 2020, with the remainder held back for potential payment following the completion fiscal year.
2020, the Company’s revenue and non-GAAP EBITDA achieved were $1,694 million and $728 million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to 200% of his or her target payment level.
In November 2020, upon certifying that the nominal level of non-GAAP operating income had been achieved for the fiscal year, the Compensation Committee approved payment of the short-term incentive achieved with respect to the second performance period as well as payment of the remaining portion of the short-term incentive achieved with respect to the first performance period, which had been held back.
The Compensation Committee did not exercise discretion, either upward or downward, to executives’ payments under the Incentive Plan.
At the same meeting, the Compensation Committee also approved the grant of a one-time, non-recurring stock-based compensation award to each of the Named Executive Officers in order to address retention concerns further discussed below and to align the long-term compensation opportunity for each Named Executive Officer with those of peer companies.
| | |
| --- | --- |
| • | Peter L. Gammel, Former Chief Technology Officer (retired as Chief Technology Officer and as an executive officer effective as of November 19, 2019). |
Response to Stockholder Vote on Executive Compensation at 2019 Annual Meeting
Although we understood this to mean that stockholders generally approved of our compensation policies and determinations in 2019, we also noted that ISS recommended a vote against our Say-on-Pay proposal and that our proposal received lower stockholder support than in prior years.
In response to these voting results, we engaged in formal stockholder outreach following the 2019 Annual Meeting, soliciting feedback from our top 25 institutional stockholders (not including brokerage firms and quantitative funds who have previously indicated that they do not engage in individual conversations with companies) representing approximately 54% of the Company’s shares outstanding, including a significant portion of those stockholders who we believed had voted “against” the 2019 Say-on-Pay proposal.
Stockholders told us that they appreciated the opportunity to engage with management, and conversations covered a variety of governance and compensation-related topics.
However, nearly all of the stockholders who had voted against the Say-on-Pay proposal, as well as several of the stockholders who had supported the proposal, indicated a strong preference that the Company provide additional disclosure regarding its performance metrics and achievement against those metrics.
Some of the stockholders also noted that their votes had been influenced by ISS’s report which recommended against the Say-on-Pay proposal and highlighted concerns about our disclosure of performance metrics and achievement.
After considering this input from our stockholders and reviewing the disclosure of several of our peer companies, the Company has enhanced its disclosure of performance metrics and achievement, providing additional quantitative disclosure regarding our short-term and long-term incentive award programs.
and increases in stockholder value.
The consultant advises the Compensation Committee on such compensation matters as are requested by the Compensation Committee.
The Compensation Committee considers the consultant’s advice on such matters in addition to any other information or factors it considers relevant in making its compensation determinations.
In fiscal year 2019, Aon/Radford received $188,430 for survey data and compensation consulting services to the Compensation Committee.
Company management has separately engaged Aon Risk Solutions, an affiliate of Aon/Radford, for risk management and insurance brokerage services.
The Company paid $259,925 to Aon Risk Solutions in fiscal year 2019 for those services.
The Company’s management did not seek the Compensation Committee’s approval for such engagements with affiliates of Aon/Radford.
*Establishment of Comparator Group Data*
| | | | |
| --- | --- | --- | --- |
The Compensation Committee annually compares the components and amounts of compensation that we provide to our Chief Executive Officer and other Named Executive Officers with the components and amounts of compensation provided to their counterparts in the Comparator Group and uses this comparison data as a guideline in its review and determination of base salaries, short-term incentives, and long-term stock-based compensation awards, as discussed in further detail below under “*Components of Compensation*.” In addition, in setting fiscal year 2019 compensation, the Compensation Committee sought and received input from Aon/Radford regarding the base salaries for the Chief Executive Officer and each of the other executive officers, the incentive targets relating to the short-term incentive program for executive officers, and the individual stock-based compensation awards for executive officers, as well as the related vesting schedules.
As stated above, however, the Compensation Committee did consider the recommendations of the Chief Executive Officer regarding the compensation of the other Named Executive Officers and each of his other direct reports.
Base salaries provide our executive officers with a degree of financial certainty and stability in order to attract and retain their services in a competitive market.
| | | |
| --- | --- | --- |
| Peter L. Gammel | 410,000 | 402,000 |
Our short-term incentive compensation plan for executive officers is established annually by the Compensation Committee.
Pursuant to the Incentive Plan, the Compensation Committee set a range of short-term incentive compensation that could be earned by each executive officer based on the Comparator Group data, which is expressed as a percentage of the executive officer’s base salary and which corresponds to the level of achievement of the performance goals.
The target incentive, as a percentage of base salary, for the Chief Executive Officer was not increased.
In November 2018, the Compensation Committee established performance goals for fiscal year 2019 based on achieving certain revenue and non-GAAP operating income performance metrics.
Each of these two performance goals was weighted equally (50% each) toward payments under the Incentive Plan.
| Revenue | $3,868 | $4,000 | $4,120 |
| Non-GAAP Operating Income | $1,450 | $1,500 | $1,555 |
Following the end of the fiscal year, the Compensation Committee determines the total amount of short-term incentive compensation payable to each executive for such period by comparing the actual level of achievement of each performance goal against the “threshold,” “target,” and “maximum” levels of achievement that it set for that performance goal.
Specifically, the Compensation Committee determines the amount of short-term incentive compensation the executive is eligible to receive with respect to each performance goal as follows:
| • | If the level of achievement for the performance goal falls below the “threshold” level, then the executive will not earn any short-term incentive compensation with respect to that performance goal. |
| • | If the level of achievement for the performance goal falls in between either the “threshold” and “target” levels or the “target” and “maximum” levels, the executive would earn short-term incentive compensation equal to the short-term incentive compensation payable at the “threshold” or “target” level, as applicable, *plus* a pro rata amount of the difference between the short-term incentive compensation payable for the performance goal at the “threshold” and “target” levels or the “target” and “maximum” levels, as applicable. |
| • | If the level of achievement for the performance goal exceeds the “maximum” level, the executive will only earn the amount payable for achievement at the “maximum” level. |
The Company’s revenue and non-GAAP operating income achieved in fiscal year 2019 were $3,377 million and $1,166 million, respectively, resulting in the Company’s failure to meet either the revenue or non-GAAP operating income goals at the “threshold” level or to meet the nominal level of non-GAAP operating income under the Incentive Plan.
These financial results reflected the adverse impact of the U.S.-China trade war (the “Trade War”) during fiscal year 2019.
An excerpt. Shown here: 40 of 198 rewritten, 40 of 295 added and 40 of 174 removed. The counts are complete. For every sentence, read Item 11. EXECUTIVE COMPENSATION. in the FY2020 filing and the FY2019 filing.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
37 rewritten, 18 added, 15 removed, 11 unchanged
To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January [removed: 20, 2020,] [added: 22, 2021,] 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 [removed: 20, 2020;] [added: 22, 2021;] (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.
As of January [removed: 20, 2020,] [added: 22, 2021,] there were [removed: 170,155,181] [added: 164,900,017] 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 [removed: 20, 2020,] [added: 22, 2021,] are deemed outstanding.
| Names and Addresses of Beneficial Owners(1) | | [added: | | | |] Number of Shares Beneficially Owned(2) | | [added: |] Percent of Class | | [added: |]
| The Vanguard Group, Inc. | | [removed: 18,785,103(3)] | | [removed: 11.04] | [removed: %] | [added: 18,909,311(3) | | | 11.47% | | |]
| Alan S. Batey | | [removed: —] | | [added: | | 841 | | |] (*) | | [added: |]
| Kevin L. Beebe | | [removed: 55,273] | | [added: | | 55,717 | | |] (*) | | [added: |]
| Carlos S. Bori | | [removed: 42,121(7)] | | [added: | | 47,944(5) | | |] (*) | | [added: |]
| Timothy R. Furey | | [removed: 18,824] | | [added: | | 18,618 | | |] (*) | | [added: |]
| Liam K. Griffin | | [removed: 88,655(7)] | | [added: | | 69,921(5) | | |] (*) | | [added: |]
| Christine King | | [removed: 17,038] | | [added: | | 15,855 | | |] (*) | | [added: |]
| David P. McGlade | | [removed: 69,798] | | [added: | | 37,792 | | |] (*) | | [added: |]
| Robert A. Schriesheim | | [removed: 73,873] | | [added: | | 77,278 | | |] (*) | | [added: |]
| Kris Sennesael | | [removed: 72,377] | | [added: | | 105,021 | | |] (*) | | [added: |]
| Kimberly S. Stevenson | | [removed: 673] | | [added: | | 3,639 | | |] (*) | | [added: |]
| Robert J. Terry | | [removed: 16,790(7)] | | [added: | | 11,652(5) | | |] (*) | | [added: |]
| All current directors and executive officers as a group [removed: (14] [added: (13] persons) | | [removed: 649,776(7)] | | [added: | | 602,384(5) | | |] (*) | | [added: |]
[removed: |] * [removed: |] Less than 1% [removed: |]
[removed: |] (1) [removed: |] 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., [removed: 20 Sylvan Road, Woburn, MA 01801,] [added: 5260 California Avenue, Irvine, CA 92617,] 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. [removed: |]
[removed: |] (2) [removed: |] 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 [removed: 20, 2020] [added: 22, 2021] (the “Current Options”), as follows: Mr. [removed: Bori—12,856] [added: Bori—15,938] shares under Current Options; Mr. [removed: Griffin—6,922] [added: Griffin—13,211] shares under [removed: |][added: Current Options; Mr. Sennesael—52,770 shares under Current Options; Mr. Terry—502]
[removed: Current Options; Mr. Sennesael—39,578] shares under Current Options; current directors and executive officers as a group [removed: (14 persons)—59,356] [added: (13 persons)—82,421] 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”) [added: 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 [removed: 20, 2020,] [added: 22, 2021,] as follows: Mr. [removed: Aldrich—2,294] [added: Aldrich—2,140] shares under Unvested RSUs; Mr. [removed: Batey—2,521] [added: Batey—3,820] shares under Unvested RSUs; Mr. [removed: Beebe—2,294] [added: Beebe—2,140] shares under Unvested RSUs; Mr. [removed: Bori—41,152] [added: Bori—32,556] shares under Unvested [removed: RSUs; Mr. Furey—2,294] [added: RSUs and 8,204] shares under Unvested [removed: RSUs;] [added: PSAs; Ms. Durham—26,316 shares under Unvested RSUs and 5,468 shares under Unvested PSAs;] Mr. [removed: Griffin—99,568] [added: Furey—2,140] shares under Unvested RSUs; Mr. [removed: Iyer—2,294] [added: Griffin—91,364] shares under Unvested [removed: RSUs;] [added: RSUs and 81,036 shares under Unvested PSAs;] Ms. [removed: King—2,294] [added: King—2,140] shares under Unvested RSUs; Mr. [removed: McGlade—2,294] [added: McGlade—2,140] shares under Unvested RSUs; Mr. [removed: Schriesheim—2,294] [added: Schriesheim—2,140] shares under Unvested RSUs; Mr. [removed: Sennesael—51,848] [added: Sennesael—36,719] shares under Unvested [removed: RSUs;] [added: RSUs and 9,724 shares under Unvested PSAs;] Ms. [removed: Stevenson—3,638] [added: Stevenson—2,812] shares under Unvested RSUs; Mr. [removed: Terry—32,216] [added: Terry—26,946] shares under Unvested [removed: RSUs;] [added: RSUs and 7,900 shares under Unvested PSAs;] current directors and executive officers as a group [removed: (14 persons)—279,668] [added: (13 persons)—233,373] shares under Unvested [removed: RSUs.][added: RSUs and 112,332 shares under Unvested PSAs.]
[removed: | (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 [removed: 11,522,781] [added: 11,762,673] shares and sole dispositive power with respect to [removed: 13,271,115] [added: 13,702,500] 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 [removed: Asset,] [added: 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, [added: and] 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, [removed: 2019. The address of BlackRock is 55 East 52nd Street, New York, NY 10055. |][added: 2020.]
[removed: | (7) |] [added: (5)] Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January [removed: 20, 2020. |][added: 22, 2021.]
As of [removed: September 27, 2019,] [added: October 2, 2020,] the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:
[removed: | • |] [added: -] the 2002 Employee Stock Purchase Plan [removed: |]
[removed: | • |] [added: -] the Non-Qualified Employee Stock Purchase Plan [removed: |]
[removed: | • |] [added: -] the 2005 Long-Term Incentive Plan [removed: |]
[removed: | • |] [added: -] the 2008 Director Long-Term Incentive Plan [removed: |]
[removed: | • |] [added: -] the 2015 Long-Term Incentive Plan [removed: |]
The following table presents information about these plans as of [removed: September 27, 2019.][added: October 2, 2020.]
| [added: Plan Category] | [added: | |] Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#) (a) | | [added: |] Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b) | | [added: |] Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c) | [added: | |]
| Equity compensation plans [added: not] approved by security holders | [removed: 1,273,688(1)] | | [removed: 65.38] [added: —] | | [removed: 12,787,571(2)] | [added: — | | | 395,441(3) | | |]
| Equity compensation plans [removed: not] approved by security holders | [removed: —] | | [removed: —] [added: 362,866(1)] | | [removed: 66,367(3)] | [added: 70.28 | | | 12,418,077(2) | | |]
[removed: |] (1) [removed: |] Excludes [removed: 1,576,852] [added: 1,777,198] unvested shares under restricted stock and RSU awards and [removed: 1,095,779] [added: 1,107,377] unvested shares under PSAs, which figure assumes achievement of performance goals under the [removed: FY19] [added: FY20] PSAs at target levels. [removed: |]
[removed: |] (2) [removed: |] Includes [removed: 136,811] [added: 1,426,186] shares available for future issuance under the 2002 Employee Stock Purchase Plan, [removed: 12,032,017] [added: 10,398,828] shares available for future issuance under the 2015 Long-Term Incentive Plan, and [removed: 618,743] [added: 593,063] shares available for future issuance under the 2008 Director Long-Term Incentive Plan. [removed: No further grants will be made under the AATI 2005 Equity Incentive Plan or the 2005 Long-Term Incentive Plan. |]
[removed: |] (3) [removed: |] Represents shares available under the Non-Qualified ESPP. [removed: |]
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| BlackRock, Inc. | | | | | | 13,702,500(4) | | | 8.31% | | |
| David J. Aldrich | | | | | | 148,296(5) | | | (*) | | |
| Karilee A. Durham | | | | | | 9,810 | | | (*) | | |
________________________
(3) Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to 252,011 shares, shared voting power with respect to 45,766 shares, sole dispositive power with respect to 18,624,467 shares and shared dispositive power with respect to 284,844 shares.
Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of 193,126 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 147,691 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 12, 2020.
The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
(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).
The address of BlackRock is 55 East 52nd Street, New York, NY 10055.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| TOTAL | | | 362,866 | | | 70.28 | | | 12,813,518 | | |
________________________
No further grants will be made under the 2005 Long-Term Incentive Plan.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| 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) | | (*) | |
| Peter L. Gammel | | — | | (*) | |
| Balakrishnan S. Iyer | | 20,432 | | (*) | |
| | |
| --- | --- |
| (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. |
| (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. |
| (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. |
| • | the AATI 2005 Equity Incentive Plan |
| TOTAL | 1,273,688 | | 65.38 | | 12,853,938 |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
3 rewritten, 0 added, 1 removed, 12 unchanged
*Certain Relationships and Related Transactions*: Other than compensation agreements and other arrangements which are described above in Item 11 “Executive Compensation,” since September 28, [removed: 2018,] [added: 2019,] there has not been a transaction or series of related transactions to which the Company was or is a party involving an amount in excess of $120,000 and in which any director, executive officer, holder of more than five percent (5%) of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.
These factors include its members’ current and historic relationships with the Company and its competitors, [removed: suppliers] [added: suppliers,] and customers; their relationships with management and other directors; the relationships their current and former employers have with the Company; and the relationships between the Company and other companies of which a member of the Company’s Board of Directors is a director or executive officer.
[removed: Iyer,] [added: Furey,] Christine King, David P.
Furey, Balakrishnan S.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
8 rewritten, 6 added, 7 removed, 4 unchanged
KPMG LLP provided audit services to the Company consisting of the annual audit of the Company’s [removed: 2019] [added: 2020] consolidated financial statements contained in the Company’s Annual Report on Form 10-K and reviews of the financial statements contained in the Company’s Quarterly Reports on Form 10-Q for fiscal year [removed: 2019.][added: 2020.]
| Fee Category | | [added: | | | |] Fiscal Year [removed: 2019] [added: 2020] ($) | | [added: |] % of Total (%) | | [added: |] Fiscal Year [removed: 2018] [added: 2019] ($) | | [added: |] % of Total (%) | | [added: |]
| Audit Fees(1) | | [removed: 2,315,150] | | [removed: 93.1] | | [removed: 2,479,090] [added: 2,437,150] | | [removed: 89.9] | [added: 95.5] | [added: | | 2,315,150 | | | 93.1 | | |]
| Tax Fees(2) | | [removed: 170,500] | | [removed: 6.9] | | [removed: 240,500] [added: 115,115] | | [removed: 8.7] | [added: 4.5] | [added: | | 170,500 | | | 6.9 | | |]
| Total Fees | | [removed: 2,485,650] | | [added: | | 2,552,265 | | |] 100 | | [removed: 2,758,090] | [added: 2,485,650] | [added: | |] 100 | | [added: |]
[removed: |] (1) [removed: |] Audit fees consist of fees for the audit of our annual financial statements, review of the interim financial statements included in our quarterly reports on Form 10-Q, statutory audits and related filings in various foreign locations and audit procedures related to acquisition activity during fiscal years [removed: 2019 and 2018. Fiscal year 2019] [added: 2020] and [removed: 2018 audit fees included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act. |][added: 2019.]
[removed: | (2) |] Tax [removed: fees consist of fees for tax compliance, tax advice, and tax planning services. Tax] compliance services, which primarily relate to the review of our U.S. tax returns and certain trade and customs forms, accounted for [removed: $160,000] [added: $104,615] and [removed: $230,000] [added: $160,000] of the total tax fees for fiscal years [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively. [removed: |]
The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP during fiscal year [removed: 2019] [added: 2020] and fiscal year [removed: 2018.][added: 2019.]
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
________________________
Fiscal year 2020 and 2019 audit fees included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act.
Fiscal year 2020 audit fees also included fees for the review of registration statement auditor consents to incorporate by reference prior year financial statement opinions in Form S-8 filings.
(2) Tax fees consist of fees for tax compliance, tax advice, and tax planning services.
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Audit-Related Fees | | — | | — | | — | | — | |
| All Other Fees(3) | | — | | — | | 38,500 | | 1.4 | |
| | |
| --- | --- |
| (3) | All other fees for fiscal year 2018 relate to fees incurred for conflict mineral reporting compliance and licenses to accounting and research software. |
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
11 rewritten, 4 added, 2 removed, 4 unchanged
| 1. | [added: | |] Index to Financial Statements | [added: | |] Page number of the Original Filing | [added: | |]
| | [added: | |] Report of Independent Registered Public Accounting Firm | [added: | |] Page [removed: 33] [added: 36] | [added: | |]
| | [added: | |] Consolidated Statements of Operations for the three years ended [removed: September 27, 2019] [added: October 2, 2020] | [added: | |] Page [removed: 35] [added: 38] | [added: | |]
| | [added: | |] Consolidated Balance Sheets at [removed: September 27, 2019,] [added: October 2, 2020,] and September [removed: 28, 2018] [added: 27, 2019] | [added: | |] Page [removed: 37] [added: 40] | [added: | |]
| | [added: | |] Consolidated Statements of Comprehensive Income for the three years ended [removed: September 27, 2019] [added: October 2, 2020] | [added: | |] Page [removed: 38] [added: 39] | [added: | |]
| | [added: | |] Consolidated Statements of Cash Flows for the three years ended [removed: September 27, 2019] [added: October 2, 2020] | [added: | |] Page [removed: 38] [added: 41] | [added: | |]
| | [added: | |] Consolidated Statements of Stockholders’ Equity for the three years ended [removed: September 27, 2019] [added: October 2, 2020] | [added: | |] Page [removed: 39] [added: 42] | [added: | |]
| | [added: | |] Notes to Consolidated Financial Statements | [added: | |] Pages [removed: 40] [added: 43] through [removed: 57] [added: 60] | [added: | |]
| 2. | [added: | |] The schedule listed below is filed as part of this Annual Report on Form 10-K: | | [added: | | | |]
| | [added: | |] All required schedule information is included in the Notes to Consolidated Financial Statements or is omitted because it is either not required or not applicable. | | [added: | | | |]
| 3. | [added: | |] The Exhibits listed in the Exhibit Index immediately following Item 16 are filed as a part of this Annual Report on Form 10-K. | | [added: | | | |]
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| | | | | | | | | |
| | | |
| --- | --- | --- |
Item 16. FORM 10-K SUMMARY.
46 rewritten, 11 added, 6 removed, 5 unchanged
| Exhibit Number | [added: | |] Exhibit Description | [added: | |] Form | [added: | |] Incorporated by Reference | | | [added: | | | | | |] Filed Herewith | [added: | |]
| File No. | [added: | |] Exhibit | [added: | |] Filing Date | | | | | [added: | | | | | | | | | |]
| 2.1 | [added: | |] [Agreement and Plan of Merger dated as of August 3, 2018, by and among the Company, Avnera Corporation, AI Acquisition Corp., and Shareholder Representative Services LLC, solely in its capacity as the representative and agent of the Equityholders](http://www.sec.gov/Archives/edgar/data/4127/000000412718000046/exhibit23-mergeragreement.htm) | [added: | |] 10-K | [added: | |] 001-05560 | [added: | |] 2.3 | [added: | |] 11/15/2018 | | [added: | | | |]
| 3.1 | [added: | |] [Restated Certificate of Incorporation, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit31skyworksresta.htm) | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 3.1 | [added: | |] 8/3/2016 | | [added: | | | |]
| 3.2 | [added: | |] [Third Amended and Restated By-laws, as [removed: Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412717000010/skyworks-thirdamendedandre.htm)] [added: Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412718000011/exh31-thirdamendedandresta.htm)] | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 3.1 | [added: | |] 2/5/2018 | | [added: | | | |]
| 4.1 | [added: | |] [Specimen Certificate of Common Stock](http://www.sec.gov/Archives/edgar/data/4127/000095013502003322/b43499ssexv4.txt) | [added: | |] S-3 | [added: | |] 333-92394 | [added: | |] 4 | [added: | |] 7/15/2002 | | [added: | | | |]
| 4.2 | [added: | |] [Description of Capital [removed: Stock](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex42.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex42.htm)] | [added: | |] 10-K | [added: | |] 001-05560 | [added: | |] 4.2 | [added: | |] 11/14/2019 | | [added: | | | |]
| 10.1* | [added: | |] [Skyworks Solutions, Inc. 2002 Employee Stock Purchase [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/amendedqualifiedesppplanex.htm)] [added: Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex1012002esppmay2020.htm)] | [added: | |] 10-Q | [added: | |] 001-05560 | [removed: 10.D] | [removed: 1/31/2013] | [added: 10.1] | [added: | | 7/24/2020 | | | | | |]
| 10.2* | [added: | |] [Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/amendednon-qualifiedespppl.htm)] [added: Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex102nqesppmay2020.htm)] | [added: | |] 10-Q | [added: | |] 001-05560 | [removed: 10.E] | [removed: 1/31/2013] | [added: 10.2] | [added: | | 7/24/2020 | | | | | |]
| 10.3* | [added: | |] [Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000023/fy12proxyvoteexhibit101.htm) | [added: | |] 8-K | [added: | |] 001-05560 | [added: | |] 10.1 | [added: | |] 5/13/2013 | | [added: | | | |]
| 10.4* | [added: | |] [Form of Nonstatutory Stock Option Agreement under the Company’s 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/a2005long-termincentiveupd.htm) | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 10.B | [added: | |] 1/31/2013 | | [added: | | | |]
| 10.5* | [added: | |] [Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412718000021/q218exhibit101amendedandre.htm) | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 10.1 | [added: | |] 5/4/2018 | | [added: | | | |]
| 10.6* | [added: | |] [Form of Nonstatutory Stock Option Agreement under the Company’s 2008 Director Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm) | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 10.OO | [added: | |] 5/7/2008 | | [added: | | | |]
| 10.7* | [added: | |] [Form of Restricted Stock Unit Agreement under the Company’s 2008 Director Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1022008dltiprsuagreement.htm) | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 10.2 | [added: | |] 5/4/2016 | | [added: | | | |]
| 10.8* | [added: | |] [Skyworks Solutions, Inc. 2015 Long-Term Incentive Plan, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412719000041/q319exhibit101.htm) | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 10.1 | [added: | |] 8/7/2019 | | [added: | | | |]
| 10.9* | [added: | |] [Form of Nonstatutory Stock Option Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh102optionagreement.htm) | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 10.2 | [added: | |] 8/5/2015 | | [added: | | | |]
| 10.10* | [added: | |] [Form of Performance Share Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh103psaagreement.htm) | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 10.3 | [added: | |] 8/5/2015 | | [added: | | | |]
| 10.11* | [added: | |] [Form of Restricted Stock Unit Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh104rsuagreement.htm) | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 10.4 | [added: | |] 8/5/2015 | | [added: | | | |]
| 10.12* | [added: | |] [Fiscal Year [removed: 2019] [added: 2020] Executive Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412719000013/exhibit101fy19executiveinc.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412720000007/q120exhibit101.htm)] | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 10.1 | [removed: 2/6/2019] | | [added: 1/24/2020 | | | | | |]
| 10.13* | [added: | |] [Skyworks Solutions, Inc. Cash Compensation Plan for [removed: Directors](http://www.sec.gov/Archives/edgar/data/4127/000000412718000032/exhibit101cashcompensation.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/4127/000000412720000027/q220exhibit101.htm)] | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 10.1 | [removed: 7/20/2018] | | [added: 5/5/2020 | | | | | |]
| 10.14* | [removed: [Second Amended] [added: | | [Amended] and Restated Change [removed: of] [added: in] Control / Severance Agreement, dated May 11, 2016, between the Company and [removed: David Aldrich](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit101aldrichcicag.htm)] [added: Liam Griffin](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit102griffincicag.htm)] | [added: | |] 10-Q | [added: | |] 001-05560 | [removed: 10.1] | [added: | 10.2 | | |] 8/3/2016 | | [added: | | | |]
| 10.15* | [removed: [Amended and Restated Change] [added: | | [Change] in Control / Severance Agreement, dated [removed: May 11,] [added: August 29,] 2016, between the Company and [removed: Liam Griffin](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit102griffincicag.htm)] [added: Kris Sennesael](http://www.sec.gov/Archives/edgar/data/4127/000000412716000068/fy1610k903016ex1032sennesa.htm)] | [removed: 10-Q] | [added: | 10-K | | |] 001-05560 | [removed: 10.2] | [removed: 8/3/2016] | [added: 10.32] | [added: | | 11/22/2016 | | | | | |]
| 10.16* | [added: | |] [Change in Control / Severance Agreement, dated [removed: December 16, 2014,] [added: November 10, 2016,] between the Company and [removed: Peter Gammel](http://www.sec.gov/Archives/edgar/data/4127/000000412715000037/fy1510-k1022015ex1031gamme.htm)] [added: Robert J. Terry](http://www.sec.gov/Archives/edgar/data/4127/000000412717000012/ex102terrycicagreement.htm)] | [removed: 10-K] | [added: | 10-Q | | |] 001-05560 | [removed: 10.31] | [removed: 11/24/2015] | [added: 10.2] | [added: | | 2/7/2017 | | | | | |]
| 10.17* | [added: | |] [Change in Control / Severance Agreement, dated [removed: August 29,] [added: November 9,] 2016, between the Company and [removed: Kris Sennesael](http://www.sec.gov/Archives/edgar/data/4127/000000412716000068/fy1610k903016ex1032sennesa.htm)] [added: Carlos S. Bori](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex1027boricic.htm)] | [added: | |] 10-K | [added: | |] 001-05560 | [removed: 10.32] | [removed: 11/22/2016] | [added: 10.27] | [added: | | 11/13/2017 | | | | | |]
| 10.18* | [added: | |] [Change in Control / Severance Agreement, dated [removed: November 10, 2016,] [added: April 13, 2018,] between the Company and [removed: Robert J. Terry](http://www.sec.gov/Archives/edgar/data/4127/000000412717000012/ex102terrycicagreement.htm)] [added: Kari A. Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412720000007/q120exhibit102.htm)] | [added: | |] 10-Q | [added: | |] 001-05560 | [added: | |] 10.2 | [removed: 2/7/2017] | | [added: 1/24/2020 | | | | | |]
| 21 | [added: | |] [Subsidiaries of the [removed: Company](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k9272019ex21.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex21.htm)] | [added: | |] 10-K | [added: | |] 001-05560 | [added: | |] 21 | [removed: 11/14/2019] | | [added: 11/17/2020 | | | | | |]
| 23.1 | [added: | |] [Consent of KPMG [removed: LLP](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex231kpmgconse.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010220ex231kpmgcons.htm)] | [added: | |] 10-K | [added: | |] 001-05560 | [added: | |] 23.1 | [removed: 11/14/2019] | | [added: 11/17/2020 | | | | | |]
| 31.1 | [added: | |] [Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex311.htm)] | [added: | |] 10-K | [added: | |] 001-05560 | [added: | |] 31.1 | [removed: 11/14/2019] | | [added: 11/17/2020 | | | | | |]
| 31.2 | [added: | |] [Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex312.htm)] | [added: | |] 10-K | [added: | |] 001-05560 | [added: | |] 31.2 | [removed: 11/14/2019] | | [added: 11/17/2020 | | | | | |]
| 31.3 | [added: | |] [Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000009/a9-27x2019x10kaexhibit3.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000015/a10-2x2020x10kaexhibit313.htm)] | | | | | [added: | | | | | | | | | |] X | [added: | |]
| 31.4 | [added: | |] [Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000009/a9-27x2019x10kaexhibit.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000015/a10-2x2020x10kaexhibit314.htm)] | | | | | [added: | | | | | | | | | |] X | [added: | |]
| 32.1 | [added: | |] [Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex321.htm)] | [added: | |] 10-K | [added: | |] 001-05560 | [added: | |] 32.1 | [removed: 11/14/2019] | | [added: 11/17/2020 | | | | | |]
| 32.2 | [added: | |] [Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex322.htm)] | [added: | |] 10-K | [added: | |] 001-05560 | [added: | |] 32.2 | [removed: 11/14/2019] | | [added: 11/17/2020 | | | | | |]
| 101.INS | [added: | |] Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | [added: | | | | | | | | | | | |]
| 101.SCH | [added: | |] Inline XBRL Taxonomy Extension Schema Document | | | | | [added: | | | | | | | | | |] X | [added: | |]
| 101.CAL | [added: | |] Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | [added: | | | | | | | | | |] X | [added: | |]
| 101.DEF | [added: | |] Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | [added: | | | | | | | | | |] X | [added: | |]
| 101.LAB | [added: | |] Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | [added: | | | | | | | | | |] X | [added: | |]
| 101.PRE | [added: | |] Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | [added: | | | | | | | | | |] X | [added: | |]
| 104 | [added: | |] Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | | | | | | [added: | | | | | | | | | | | |]
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Date: January 29, 2021
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| 10.19* | [Change in Control / Severance Agreement, dated November 9, 2016, between the Company and Carlos S. Bori](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex1027boricic.htm) | 10-K | 001-05560 | 10.27 | 11/13/2017 | |
| 10.20* | [International Assignment Agreement, dated September 13, 2017, between the Company and Peter L. Gammel](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex1028gammel.htm) | 10-K | 001-05560 | 10.28 | 11/13/2017 | |
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An excerpt. Shown here: 40 of 46 rewritten, all 11 added and all 6 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY. in the FY2020 filing and the FY2019 filing.