Skyworks Solutions (SWKS) 10-K/A risk factor changes: FY2023 vs FY2022

For the fiscal year ended September [removed: 30, 2022][added: 29, 2023]

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 [added: March 31, 2023,] the last business day of the registrant’s most recently completed second fiscal [removed: quarter April 1, 2022)] [added: quarter)] was approximately [removed: $21.3] [added: $18.7] billion.

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of January [removed: 20, 2023,] [added: 18, 2024,] was [removed: 158,974,105.][added: 160,225,891.]

This Amendment No. 1 amends the Annual Report on Form 10-K of Skyworks Solutions, Inc. (“Skyworks” or the “Company”), for the year ended September [removed: 30, 2022,] [added: 29, 2023,] which was filed with the Securities and Exchange Commission (“SEC”) on November [removed: 23, 2022] [added: 17, 2023] (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: 2023] [added: 2024] Annual Meeting of Stockholders is scheduled for May [removed: 10, 2023,] [added: 14, 2024,] and, accordingly, the Company’s Proxy Statement relating to such Annual Meeting will be filed after the date hereof.

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, 2023:][added: 18, 2024:]

| Liam K. Griffin, age [removed: 56,] [added: 57,] is Chairman, Chief Executive Officer and President of the Company. Prior to his appointment as Chairman of the Board in May 2021, Mr. Griffin had served as Chief Executive Officer and a director since May 2016 and 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 [removed: •National Instruments Corporation] [added: •None] Past 5 Years [added: •National Instruments Corporation (until 2023)] •Vicor Corporation (until 2019) | | |

| Christine King, age [removed: 73,] [added: 74,] 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 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. | | | | | | Other Public Company Boards Current •None Past 5 Years •Allegro MicroSystems, Inc. (until 2021) •IDACORP, Inc. (until 2021) [removed: •Cirrus Logic, Inc. (until 2018)] | | |

| Alan S. Batey, age [removed: 59,] [added: 60,] 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. 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 | | |

| Kevin L. Beebe, age [removed: 63,] [added: 64,] 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 Parent, Inc. (formerly Frontier Communications Corporation), Lead Independent Director Past 5 Years •Altimar Acquisition Corporation (until 2021) •Altimar Acquisition Corp. II (until 2021) •NII Holdings, Inc. (until 2019) | | |

Qualifications: We believe that Mr. Beebe’s qualifications to serve as a director include his two decades of experience as an operating executive in the wireless telecommunications industry as well as his experience and [removed: relationships gained from advising leading private equity firms that are transacting business in the global capital markets.]

| Eric J. Guerin, age [removed: 51,] [added: 52,] has been a director since 2022. He currently serves as [removed: Senior Vice President-Finance,] [added: Chief Financial Officer of RB Global (a publicly traded provider of insights, services] and [removed: on March 1, 2023 he will assume the] [added: transaction solutions for commercial assets and vehicles), a] role [removed: of] [added: he has held since January 2024. Previously, Mr. Guerin served as] Senior Vice President and Chief Financial [removed: Officer,] [added: Officer] of Veritiv Corporation (a [added: formerly] publicly traded provider of packaging and hygiene [removed: products). Previously,] [added: products), from March 2023 to December 2023 and its Senior Vice President-Finance from January 2023 to March 2023. Prior to that,] he served as Executive Vice President and Chief Financial Officer of CDK Global Inc. (a formerly publicly traded provider of integrated technology solutions to the automotive industry) from 2021 to 2022. From 2016 to 2021, he served as Division Vice President and sector Chief Financial Officer at Corning Glass Technologies, a division of Corning, Inc. Previously, he served in financial leadership roles with Flowserve Corporation, Novartis Corporation, Johnson & Johnson Services Inc., and AstraZeneca PLC. | | | | | | Other Public Company Boards Current •None Past 5 Years •Natus Medical Incorporated (until 2022) | | |

| Suzanne E. McBride, age [removed: 54,] [added: 55,] has been a director since 2022. Ms. McBride serves as Chief Operations Officer for Iridium Communications Inc. (a publicly traded operator of a global satellite communications network). Prior to rejoining Iridium in February 2019, where she had previously served from 2007 to 2016 in various leadership roles, Ms. McBride served from June 2016 to January 2019 as Senior Vice President and Chief Operations Officer for OneWeb (a privately held company building a space-based global communications network that filed a voluntary petition for Chapter 11 bankruptcy protection on March 27, 2020). Earlier in her career, she held a series of increasingly senior positions in technology and operations with Motorola Solutions, Inc. (a publicly traded telecommunications company) and General Dynamics Corporation (a publicly traded aerospace and defense company). | | | | | | Other Public Company Boards Current •Iridium Communications Inc. Past 5 Years •None | | |

| David P. McGlade, age [removed: 62,] [added: 63,] has been a director since 2005. He served as Chairman of the Board of Intelsat S.A. (a [added: formerly] publicly traded worldwide provider of satellite communication services) from April 2013 to February 2022. 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 •None Past 5 Years •Intelsat S.A. (until 2022) | | |

| Robert A. Schriesheim, age [removed: 62,] [added: 63,] has been a director since 2006. He has been chairman of Truax Partners LLC (a consulting firm) since [removed: 2018.] [added: 2018 and has served as Adjunct Associate Professor of Finance at The University of Chicago Booth School of Business since September 2023.] 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 •Houlihan Lokey, Inc., Lead Independent Director Past 5 Years •Frontier Communications Corporation (until 2021) •NII Holdings, Inc. (until 2019) [removed: •Forest City Realty Trust (until 2018)] | | |

Each of our directors will serve until the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

Bori, age [removed: 52,] [added: 53,] joined the Company in July 2013 and has served as Senior Vice President, Sales and Marketing, since November 2017.

He [added: previously] served as Vice President, Sales and Marketing, from May 2016 to November 2017 and as Vice President, Marketing, from July 2013 to May 2016.

Durham, age [removed: 54,] [added: 55,] joined the Company in April 2018 and is Senior Vice President, Human Resources.

Reza Kasnavi, age [removed: 49,] [added: 50,] joined the Company in 2010 and has served as Senior Vice President, Technology and Manufacturing, since November 2019.

Kris Sennesael, age [removed: 54,] [added: 55,] joined the Company in August 2016 and is Senior Vice President and Chief Financial Officer.

Terry, age [removed: 56,] [added: 57,] joined the Company in 2003 and has served as Senior Vice President, General Counsel and Secretary since November 2017.

McGlade (Chairman), [added: Eric Guerin,] Christine King, and Robert A.

The Board of Directors has determined that each of Mr. McGlade (Chairman), [added: Mr. Guerin,] Ms. King, and Mr. Schriesheim meets the qualifications of an “audit committee financial expert” under SEC Rules and the qualifications of “financial sophistication” under the applicable Nasdaq Rules.

| Maryann Turcke | | | | | | Director | | |

relationships gained from advising leading private equity firms that are transacting business in the global capital markets.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Maryann Turcke, age 58, has been a director since 2023. Most recently, she served as a senior advisor at Brookfield Asset Management from September 2020 to September 2022. Previously, Ms. Turcke served as Chief Operating Officer of the National Football League (NFL) from January 2018 to September 2020 and as a Senior Advisor for the NFL from September 2020 to May 2021. She joined the league as President of NFL Network, Digital Media, NFL Films and IT in April 2017. Prior to the NFL, Ms. Turcke served for more than a decade in various leadership roles within BCE Inc. (a publicly traded communications company formerly known as Bell Canada Enterprises), including serving from April 2015 to February 2017 as president of Bell Media, a division of BCE. | | | | | | Other Public Company Boards Current •Frontier Communications Parent, Inc. •Royal Bank of Canada Past 5 Years •Northern Star Investment Corp. II (until 2023) | | |

Qualifications: We believe that Ms. Turcke’s qualifications to serve as a director include her significant operational, management and financial experience, including in the telecommunications industry.

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 our fiscal year ended September [removed: 30, 2022] [added: 29, 2023] (“fiscal year [removed: 2022”),] [added: 2023”),] 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: 2022,] [added: 2023,] our Named Executive Officers were:

Following the [removed: 2022] [added: 2023] Annual Meeting and through [removed: November 2022,] [added: December 2023,] we engaged in formal stockholder outreach, soliciting feedback from [removed: approximately] [added: more than] 20 institutional stockholders representing approximately [removed: 41%] [added: 51%] of the Company’s shares outstanding.

Stockholders representing approximately [removed: 29%] [added: 36%] of the Company’s shares outstanding responded to the outreach, either with written [removed: feedback] [added: feedback, a request to speak,] or [added: by] declining the [removed: invitation to meet.][added: invitation.]

After considering this input from our stockholders, as well as evaluating [added: best] practices related to executive compensation by public companies generally, and our peer group specifically, our Compensation Committee determined that [removed: in general,] [added: overall,] the Company’s [removed: existing] executive compensation policies and plan designs remained appropriate and in the best interests of the Company and its stockholders.

The Compensation Committee has engaged [removed: Aon/Radford] [added: Aon] Consulting [removed: (“Aon/Radford”)] [added: (“Aon”)] to assist in determining the components and amount of executive compensation.

[removed: Aon/Radford] [added: Aon] reports directly to the Compensation Committee, through its chairman, and the Compensation Committee retains the right to terminate or replace the consultant at any time.

[removed: The] Compensation Committee [removed: has considered the relationships that Aon/Radford has with the Company, the members of the Compensation Committee] and our executive officers, as well as the policies that [removed: Aon/Radford] [added: Aon] has in place to maintain its independence and objectivity, and has determined that [removed: Aon/Radford’s] [added: Aon’s] work for the Compensation Committee has not raised any conflicts of interest.

Company management also purchases published compensation and benefits surveys from [removed: Aon/Radford,] [added: Aon,] and on occasion engages certain affiliates of [removed: Aon/Radford] [added: Aon] in various jurisdictions for services unrelated to executive compensation and benefits, engagements for which the Company’s management has not sought the Compensation Committee’s approval.

The fees paid to [removed: Aon/Radford] [added: Aon] and its affiliates in fiscal year [removed: 2022] [added: 2023] for these surveys and additional services did not exceed $120,000.

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: 2022,] [added: 2023,] the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) [removed: Aon/Radford] [added: Aon] survey data of semiconductor companies (where sufficient data was not available in the [removed: Aon/Radford] [added: Aon] semiconductor survey data for a given executive position, the Comparator Group data also included survey data regarding high-technology companies), and (ii) data from the group of 15 publicly traded semiconductor companies listed below.

For the Company’s fiscal year [removed: 2022] [added: 2023] compensation program, we made adjustments to our peer group from the prior fiscal year to improve comparability, in part in response to stockholder feedback.

| Peer Group for Fiscal Year [removed: 2022] [added: 2023] Compensation [removed: (“FY22] [added: (“FY23] Peer Group”) | | | | | | | | | | | |

| [removed: Advanced Micro] [added: Analog] Devices | | | Marvell Technology | | | NXP Semiconductors | | | Texas Instruments | | |

| KLA Corporation | | | [removed: Microchip] [added: Micron] Technology | | | Qorvo | | | [removed: Xilinx] | | |

After reviewing the Comparator Group data and considering the input of [removed: Aon/Radford,] [added: Aon,] the Compensation Committee established (and the full Board was advised of) the base salary, short-term incentive target, and stock-based compensation for each Named Executive Officer for fiscal year [removed: 2022.][added: 2023.]

[removed: Aon/Radford] [added: Aon] advised the Compensation Committee that such components of executive compensation for fiscal year [removed: 2022] [added: 2023] were competitive for chief executive officers and other executive officers at companies of similar size and complexity in the semiconductor industry.

[removed: In determining the compensation of our Chief Executive Officer for fiscal year 2022, 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 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 on our Chief Executive Officer’s performance, and (v) the length of our Chief Executive Officer’s service to the Company.

For fiscal year [removed: 2022,] [added: 2023,] the Compensation Committee sought to make decisions that would result in each Named Executive Officer’s target total direct compensation being competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service.

The Compensation Committee [added: annually] determines a competitive base salary for each executive officer using the Comparator Group data and input provided by [removed: Aon/Radford.][added: Aon.]

In order to provide flexibility in consideration of differences in [added: an] individual [removed: executives’] [added: executive’s] scope of responsibilities, length of service, and performance, the Compensation Committee did not target a specific percentile of the Comparator Group for executive officer salaries; however, the salaries of the executive officers were generally near the median of the Comparator Group.

The base salary increases for fiscal year [removed: 2022] [added: 2023] for each Named Executive Officer, as reflected in the table below, were based on the market-based salary adjustments recommended by [removed: Aon/Radford] [added: Aon] as well as recommendations by the Chief Executive Officer (for Named Executive Officers other than himself).

| | | | [removed: FY2022 Base] [added: FY2023 Base] Salary ($) | | | [removed: FY2021 Base] [added: FY2022 Base] Salary ($) | | | [removed: Increase (%)] [added: Increase (%)] | | |

| Liam K. Griffin | | | [removed: 1,130,000] [added: 1,175,000] | | | [removed: 1,075,000] [added: 1,130,000] | | | [removed: 5.1%] [added: 4.0%] | | |

| Kris Sennesael | | | [removed: 588,000] [added: 606,000] | | | [removed: 560,000] [added: 588,000] | | | [removed: 5.0%] [added: 3.1%] | | |

| Reza Kasnavi [removed: (1)] | | | [removed: 557,000] [added: 576,000] | | | [removed: 525,000] [added: 557,000] | | | [removed: 6.1%] [added: 3.4%] | | |

| Carlos S. Bori | | | [removed: 520,000] [added: 541,000] | | | [removed: 475,000] [added: 520,000] | | | [removed: 9.5%] [added: 4.0%] | | |

| Robert J. Terry | | | [removed: 522,000] [added: 540,000] | | | [removed: 492,000] [added: 522,000] | | | [removed: 6.1%] [added: 3.4%] | | |

[removed: The Compensation Committee believes that pre-established performance goals under the] Company’s short-term incentive compensation plan for executive officers should generally be measured over a one-year performance period.

Beginning with the Company’s fiscal year ended October 2, 2020 (“fiscal year 2020”) and continuing [removed: to the present,] [added: through fiscal year 2023,] the Compensation Committee [removed: has] established annual short-term compensation incentive plans with two six-month performance periods as a result of significant market uncertainties.

With respect to the Fiscal Year [removed: 2022] [added: 2023] Executive Incentive Plan (the “Incentive Plan”) adopted by the Compensation Committee on December 15, [removed: 2021,] [added: 2022,] the Compensation Committee determined that in light of continued uncertainties resulting from geopolitical concerns and global supply chain challenges affecting the Company and its customers, which made forecasting difficult, semi-annual performance periods would be appropriate for fiscal year [removed: 2022.][added: 2023.]

The following table shows the range of short-term incentive compensation that each Named Executive Officer could earn in fiscal year [removed: 2022] [added: 2023] as a percentage of such executive officer’s annual base salary.

In December [removed: 2021] [added: 2022] and May [removed: 2022,] [added: 2023,] 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.

The target level performance goals were established by the Compensation Committee under the Incentive Plan after reviewing the Company’s historical operating [removed: results and growth rates] [added: results,] as well as the Company’s [added: business outlook and] expected future results relative to [removed: peers] [added: peers,] and were designed to require significant effort and operational success on the part of our executives and the Company.

[removed: The maximum level performance goals established by the Compensation] Committee have historically been difficult to achieve and are designed to represent outstanding performance that the Compensation Committee believes should be rewarded.

The performance goals established under the Incentive Plan for fiscal year [removed: 2022] [added: 2023] were as follows:

| | | | Revenue | | | | | | [removed: Non-GAAP Operating] [added: Non-GAAP Operating] Income | | | | | |

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 [removed: CEO’s] [added: Chief Executive Officer’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.

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 [removed: nominal] [added: minimum required] level of non-GAAP operating income for the fiscal year.

For the first half of fiscal year [removed: 2022,] [added: 2023,] the Company’s revenue and non-GAAP operating income achieved were [removed: $2,846] [added: $2,482] million and [removed: $1,077] [added: $877] million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to [added: 101% of] his or her [removed: maximum payment level, or 200% of the] target payment level.

At our 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”), approximately 79% of the votes cast approved our “say-on-pay” proposal, reflecting continued support for our compensation policies and determinations for our fiscal year ended September 30, 2022 (“fiscal year 2022”), including the updates the Compensation Committee had made for fiscal year 2022 in response to stockholder feedback.

That said, we recognize that support for say-on-pay reflected a modest decline from 86% the previous year and the importance of continued, robust stockholder engagement and responsiveness to stockholder input on compensation matters.

Generally, investors who declined a meeting noted that they did so because they did not have any concerns to discuss.

We held engagement meetings with each of those stockholders who requested to meet.

The Lead Independent Director and Chairman of our Compensation Committee, Ms. King, was actively involved in stockholder engagement.

During these conversations, institutional stockholders were interested in discussing a range of topics beyond executive compensation, including our corporate governance, our efforts to eliminate the supermajority vote provisions from our Restated Certificate of Incorporation, and our sustainability efforts, among others, with many expressing approval of the Company’s strategy, performance, and management.

In addition, stockholders generally did not express concerns with the overall structure of our compensation program and broadly shared support for the Company’s demonstrated history of disclosure and stockholder responsiveness, including relating to compensation policies and plan designs.

In some cases, investors asked for more information on the rationale behind our metrics and performance periods, including seeking to better understand our utilization of two semi-annual performance periods for our short-term incentive program and our emerging revenue growth metric in our long-term stock-based

compensation awards.

Stockholders found our explanations helpful and shared that they had a better understanding of the Company’s design of its compensation plans following these discussions.

To further support the alignment between the Company and its stockholders, for fiscal year 2023, the Compensation Committee modified the peer group, replacing two companies with larger market capitalizations that were acquired with two companies with comparable market capitalizations.

In addition, the Compensation Committee returned the short-term incentive program for the fiscal year ending September 27, 2024 (“fiscal year 2024”) from two semi-annual performance periods to one annual performance period because the Compensation Committee believed that it could set appropriately rigorous performance goals for a one-year period.

The Compensation Committee has considered the relationships that Aon has with the Company, the members of the

Each year the Compensation Committee engages Aon to assess the peer group.

Using this information, the Compensation Committee seeks to create a peer group comprised of semiconductor companies.

Consolidation within the semiconductor industry over time has resulted in fewer semiconductor companies that are of similar market capitalization and revenue as Skyworks.

As a result, when considering companies to potentially include in the peer group, the Compensation Committee also considers companies in adjacent industries, such as the semiconductor manufacturing equipment industry, as well as companies with smaller or greater revenue or market capitalization than the Company, many of which are business competitors and companies with which we compete for executive talent.

Specifically, we removed Maxim Integrated Products and Xilinx, both of which were acquired, and added Entegris and Monolithic Power Systems, both of which were comparable in size to the Company from a market capitalization standpoint and smaller than the Company in terms of revenue.

| Advanced Micro Devices | | | Lam Research | | | Monolithic Power Systems | | | QUALCOMM | | |

| Entegris | | | Microchip Technology | | | ON Semiconductor | | | Western Digital | | |

In determining the compensation of our Chief Executive Officer for fiscal year 2023, the Compensation Committee focused on (i) competitive levels of compensation for chief executive officers who are leading a

Base salaries are intended to attract and retain talented executives, recognize individual roles and responsibilities and provide stable income to executives.

The Compensation Committee believes that pre-established performance goals under the

For the Company’s upcoming fiscal year 2024, giving consideration to feedback from the Company’s stockholders, the Compensation Committee is returning to a one-year performance period for the short-term compensation incentive plan despite some continuing uncertain market conditions.

Although significant macroeconomic challenges persist, the Compensation Committee’s belief is that it could set appropriately rigorous performance goals for a one-year period for fiscal year 2024.

The maximum level performance goals established by the Compensation

In May 2023, the Compensation Committee adopted performance goals for the second half of fiscal year 2023 based primarily on the Company’s outlook for the remainder of the fiscal year.

Reflecting an unanticipated reduction in overall market demand and increased macroeconomic uncertainty, these performance goals were lower than the preliminary goals that were based on the Company’s original annual operating plan for fiscal year 2023.

The performance goals adopted by the Compensation Committee for the second half of fiscal year 2023 were expected to, and did, present rigorous achievement hurdles, as reflected in the actual achievement by the Company (and described below).

| Threshold | | | $2,225 | | | $2,250 | | | $768 | | | $700 | | |

| Target | | | $2,475 | | | $2,500 | | | $888 | | | $820 | | |

| Maximum | | | $2,575 | | | $2,750 | | | $938 | | | $940 | | |

| Threshold | | | $2,225 | | | $2,250 | | | $768 | | | $700 | | |

| Target | | | $2,475 | | | $2,500 | | | $888 | | | $820 | | |

| Maximum | | | $2,575 | | | $2,750 | | | $938 | | | $940 | | |

| Achieved | | | $2,482 | | | $2,290 | | | $877 | | | $725 | | |

Committee’s decision to award a portion of the PSAs subject to metrics measured over a multi-year performance period more closely aligns the executive’s interests with those of our stockholders.

| Liam K. Griffin | | | $13,000,000 | | | 87,976 | | | 58,651 | | |

| Kris Sennesael | | | $3,700,000 | | | 25,039 | | | 16,692 | | |

*FY23 PSAs*

At our 2022 Annual Meeting of Stockholders, approximately 86% of the votes cast approved our “say-on-pay” proposal.

We interpreted this as stockholders generally approving our compensation policies and determinations for our fiscal year ended October 1, 2021 (“fiscal year 2021”) and that they were generally pleased with the updates the Compensation Committee had made for fiscal year 2022, in part after considering input from stockholders following our 2021 Annual Meeting of Stockholders.

Our Company management held subsequent engagement meetings with stockholders representing approximately 7% of the Company’s shares outstanding.

During these conversations, institutional stockholders expressed approval of the Company’s strategy, performance, and management.

In addition, they indicated support for the Company’s compensation policies and plan designs.

The peer group includes many business competitors, as well as certain larger semiconductor companies with which we compete for executive talent.

Specifically, we removed Applied Materials, Broadcom, and NVIDIA, all of which were significantly larger than the Company, as measured by multiple factors including market capitalization and annual revenue, and added Western Digital and NXP Semiconductors, both of which were more comparable in size to the Company.

| Analog Devices | | | Maxim Integrated Products | | | ON Semiconductor | | | Western Digital | | |

| Lam Research | | | Micron Technology | | | QUALCOMM | | | | | |

| (1) Mr. Kasnavi was not a Named Executive Officer prior to fiscal year 2022. | | | | | | | | | | | |

Nevertheless, when the Compensation Committee set the performance goals for the second half of fiscal year 2022 in May 2022, it adopted the performance goals discussed when the Incentive Plan was first implemented in December 2021.

The Compensation Committee has committed to returning to one-year performance periods for the short-term compensation incentive plan as soon as it determines that market conditions would allow the establishment of meaningful full-year performance goals.

As discussed above, for the second half of fiscal year 2022, the Compensation Committee adopted the performance goals discussed when the Incentive Plan was first implemented in December 2021.

The Compensation Committee made this decision despite expectations for revenue and non-GAAP operating income during the second half of fiscal year 2022 that were lower than the Company’s original operating plan.

This resulted in the performance goals being even more difficult to achieve.

| Threshold | | | $2,485 | | | $2,515 | | | $927 | | | $948 | | |

| Target | | | $2,715 | | | $2,750 | | | $1,027 | | | $1,053 | | |

| Maximum | | | $2,790 | | | $2,830 | | | $1,062 | | | $1,088 | | |

| Achieved | | | $2,846 | | | $2,640 | | | $1,077 | | | $968 | | |

| Liam K. Griffin | | | $12,750,000 | | | 47,720 | | | 31,813 | | |

| Kris Sennesael | | | $4,025,000 | | | 15,064 | | | 10,043 | | |

*FY22 PSAs*

earned pursuant to the emerging revenue growth metric would not vest until the two-year anniversary of the grant date.

The previously used design win metric measured our success in achieving specific product design wins with a key customer that were governed by contractual confidentiality obligations, so we could not publicly disclose threshold, target and maximum performance goals for that metric.

The EBITDA margin percentile ranking metric provides enhanced transparency because the threshold, target and maximum performance goals can be clearly disclosed.

A description of the material terms of our severance and change-in-

The Company is planning to adopt an updated executive compensation recoupment policy that will be in compliance with new SEC and Nasdaq rules when such rules become effective.

| and President | | | 2020 | | | 1,043,888 | | | 17,430,589 | | | 3,292,800 | | | 33,162 | | | 21,800,439 | | |

| Chief Financial Officer | | | 2020 | | | 537,192 | | | 5,677,593 | | | 1,060,000 | | | 18,591 | | | 7,293,376 | | |

| Senior Vice President, | | | | | | | | | | | | | | | | | | | | |

| Sales and Marketing | | | 2020 | | | 463,189 | | | 4,856,262 | | | 731,200 | | | 15,444 | | | 6,066,095 | | |

| General Counsel and Secretary | | | 2020 | | | 479,396 | | | 4,431,833 | | | 756,800 | | | 15,994 | | | 5,684,023 | | |

| Liam K. Griffin | | | | | | 904,000 | | | 1,808,000 | | | 3,616,000 | | | | | | | | | | | | | | | | | |

| | | | 11/10/2021 | | | | | | | | | | | | 23,860 | | | 47,720 | | | 119,300 | | | | | | 7,987,851(4) | | |

| | | | 11/10/2021 | | | | | | | | | | | | | | | | | | | | | 31,813 | | | 5,099,942(5) | | |

| Kris Sennesael | | | | | | 294,000 | | | 588,000 | | | 1,176,000 | | | | | | | | | | | | | | | | | |

| | | | 11/10/2021 | | | | | | | | | | | | 7,532 | | | 15,064 | | | 37,660 | | | | | | 2,521,563(4) | | |

| | | | 11/10/2021 | | | | | | | | | | | | | | | | | | | | | 10,043 | | | 1,609,993(5) | | |

| Reza Kasnavi | | | | | | 222,800 | | | 445,600 | | | 891,200 | | | | | | | | | | | | | | | | | |

| | | | 11/10/2021 | | | | | | | | | | | | 7,317 | | | 14,634 | | | 36,585 | | | | | | 2,449,585(4) | | |

To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January [removed: 20, 2023,] [added: 24, 2024,] 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, 2023;] [added: 24, 2024;] (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, 2023,] [added: 24, 2024,] there were [removed: 158,974,105] [added: 160,225,891] shares of the Company’s common stock 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, 2023,] [added: 24, 2024,] are deemed outstanding.

| Names and Addresses of Beneficial Owners(1) | | | Number of [removed: Shares Beneficially] [added: Shares Beneficially] Owned(2) | | | Percent of Class | | |

| The Vanguard Group, Inc. | | | [removed: 17,932,949(3)] [added: 18,248,544(3)] | | | [removed: 11.28%] [added: 11.4] | | [added: %] |

| Alan S. Batey | | | [removed: 5,745] [added: 7,645] | | | (*) | | |

| Kevin L. Beebe | | | [removed: 54,806] [added: 51,855] | | | (*) | | |

| Carlos S. Bori | | | [removed: 35,604(5)] [added: 47,935(5)] | | | (*) | | |

| Eric J. Guerin | | | [removed: —] [added: 2,794] | | | (*) | | |

| Reza Kasnavi | | | [removed: 20,686] [added: 20,084] | | | (*) | | |

| Christine King | | | [removed: 19,079] [added: 20,979] | | | (*) | | |

| Suzanne E. McBride | | | [removed: —] [added: 2,799] | | | (*) | | |

| David P. McGlade | | | [removed: 41,016] [added: 42,916] | | | (*) | | |

| Robert A. Schriesheim | | | [removed: 82,336] [added: 84,236] | | | (*) | | |

| Robert J. Terry | | | [removed: 14,122(5)] [added: 17,109(5)] | | | (*) | | |

| All current directors and executive officers as a group [removed: (13] [added: (14] persons) | | | [removed: 544,543(5)] [added: 558,919(5)] | | | (*) | | |

[added: (2) The table does not reflect the number of shares of Company common stock to be issued pursuant to] unvested restricted stock units (the “Unvested RSUs”) and earned, but unissued, performance share awards subject to time-based vesting only (the “Unvested PSAs”) that are not scheduled to vest within sixty (60) days of January [removed: 20, 2023,] [added: 24, 2024,] as follows: Mr. [removed: Batey—1,900] [added: Batey—2,078] shares under Unvested RSUs; Mr. [removed: Beebe—1,900] [added: Beebe—2,078] shares under Unvested RSUs; Mr. [removed: Bori—31,722] [added: Bori—38,028] shares under Unvested RSUs and [removed: 14,634] [added: 13,230] shares under Unvested PSAs; Mr. [removed: Guerin—3,240] [added: Guerin—2,524] shares under Unvested RSUs; Mr. [removed: Griffin—107,930] [added: Griffin—130,206] shares under Unvested RSUs and [removed: 47,720] [added: 43,988] shares under Unvested PSAs; Mr. [removed: Kasnavi—32,278] [added: Kasnavi—38,306] shares under Unvested RSUs and [removed: 14,634] [added: 13,230] shares under Unvested PSAs; Ms. [removed: King—1,900] [added: King—2,078] shares under Unvested RSUs; Ms. [removed: McBride—3,248] [added: McBride—2,527] shares under Unvested RSUs; Mr. [removed: McGlade—1,900] [added: McGlade— 2,078] shares under Unvested RSUs; Mr. [removed: Schriesheim—1,900] [added: Schriesheim—2,078] shares under Unvested RSUs; Mr. [removed: Sennesael—32,191] [added: Sennesael—36,912] shares under Unvested RSUs and [removed: 15,064] [added: 12,520] shares under Unvested PSAs; Mr. [removed: Terry—26,937] [added: Terry—31,558] shares under Unvested RSUs and [removed: 12,051] [added: 10,896] shares under Unvested PSAs; [added: Ms. Turcke—3,462 shares under Unvested RSUs;] current directors and executive officers as a group [removed: (13 persons)—264,620] [added: (14 persons)—313,901] shares under Unvested RSUs and [removed: 112,280] [added: 100,632] shares under Unvested PSAs.

(3) Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to zero shares, shared voting power with respect to [removed: 269,138] [added: 228,432] shares, sole dispositive power with respect to [removed: 17,259,548] [added: 17,587,130] shares, and shared dispositive power with respect to [removed: 673,401] [added: 661,414] shares.

With respect to the information relating to Vanguard, we have relied on information disclosed by Vanguard on a Schedule 13G/A filed with the SEC on February [removed: 10, 2022.][added: 9, 2023.]

In its capacity as a parent holding company or control person, BlackRock has sole voting power with respect to [removed: 12,652,553] [added: 13,506,111] shares and sole dispositive power with respect to [removed: 14,307,628] [added: 14,750,420] shares which are held by the following of its subsidiaries: BlackRock Life Limited, BlackRock [added: International Limited, BlackRock] Advisors, LLC, Aperio Group, 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 [removed: 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, and BlackRock Fund Managers Ltd. With respect to the information relating to BlackRock and its affiliated entities, we have relied on information disclosed by BlackRock on a Schedule [removed: 13G/A] [added: 13G] filed with the SEC on [removed: February 1, 2022.][added: January 24, 2024.]

The address of BlackRock is [removed: 55 East 52nd Street,] [added: 50 Hudson Yards,] New York, NY [removed: 10055.][added: 10001.]

(5) Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January [removed: 20, 2023.][added: 24, 2024.]

As of September [removed: 30, 2022,] [added: 29, 2023,] the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

The following table presents information about these plans as of September [removed: 30, 2022.][added: 29, 2023.]

| Plan Category | | | Number of Securities to [removed: be Issued] [added: be Issued] Upon Exercise [removed: of Outstanding Options, Warrants,] [added: of Outstanding Options, Warrants,] and Rights (#)(a) | | | Weighted [removed: Average Exercise] [added: Average Exercise] Price [removed: of Outstanding Options, Warrants,] [added: of Outstanding Options, Warrants,] and Rights ($)(b) | | | Number of [removed: Securities Remaining] [added: Securities Remaining] Available [removed: for Future] [added: for Future] Issuance [removed: Under Equity Compensation Plans (Excluding Securities] [added: Under Equity Compensation Plans (Excluding Securities] Reflected [removed: in Column] [added: in Column] (a)) (#)(c) | | |

| Equity compensation plans [added: not] approved by security holders | | | [removed: 97,639(1)] [added: —] | | | [removed: 75.22] [added: —] | | | [removed: 13,790,513(2)] [added: 173,128(3)] | | |

| Equity compensation plans [removed: not] approved by security holders | | | [removed: —] [added: 27,123(1)] | | | [removed: —] [added: 71.50] | | | [removed: 268,285(3)] [added: 10,296,058(2)] | | |

(1) Excludes [removed: 1,570,792] [added: 2,167,957] unvested shares under restricted stock and RSU awards and [removed: 818,872] [added: 1,192,371] unvested shares under PSAs, which number assumes achievement of performance goals under outstanding PSAs at target levels.

(2) Includes [removed: 1,101.519] [added: 857,399] shares available for future issuance under the 2002 Employee Stock Purchase Plan, [removed: 12,131,296] [added: 8,909,012] shares available for future issuance under the 2015 Long-Term Incentive Plan, and [removed: 577,699] [added: 529,647] shares available for future issuance under the 2008 Director Long-Term Incentive Plan.

Under the plan, eligible employees may purchase common stock through payroll deductions of up to [removed: 10% of compensation, and effective as of the offering period starting in February 2023, eligible employees may purchase common stock through payroll deductions of up to] 15% of eligible compensation.

| BlackRock, Inc. | | | 14,750,420(4) | | | 9.2 | | % |

| Liam K. Griffin | | | 142,186(5) | | | (*) | | |

| Kris Sennesael | | | 100,365 | | | (*) | | |

| Maryann Turcke | | | 693 | | | (*) | | |

| TOTAL | | | 27,123 | | | 71.50 | | | 10,469,186 | | |

| BlackRock, Inc. | | | 14,307,628(4) | | | 9.0% | | |

| Liam K. Griffin | | | 114,641(5) | | | (*) | | |

| Kris Sennesael | | | 140,364 | | | (*) | | |

(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, 2023 (the “Current Options”), as follows: Mr. Griffin—13,211 shares under Current Options; Mr. Sennesael—52,770 shares under Current Options; current directors and executive officers as a group (13 persons)—65,981 shares under Current Options.

The table does not reflect the number of shares of Company common stock to be issued pursuant to

| TOTAL | | | 97,639 | | | 75.22 | | | 14,058,798 | | |

*Certain Relationships and Related Transactions*: Other than compensation agreements and other arrangements which are described above in Item 11 “Executive Compensation,” since October [removed: 2, 2021,] [added: 1, 2022,] 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.

After evaluating these factors, the Board of Directors has determined that [removed: seven] [added: eight] of the [removed: eight] [added: nine] members of the Board of Directors, namely, Alan S.

McGlade, [removed: and] Robert A.

Schriesheim, [added: and Maryann Turcke,] do not have any relationships that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors and that each such director is an independent director of the Company within the meaning of applicable Nasdaq Rules.

KPMG LLP (Irvine, California, Auditor Firm ID: 185) provided audit services to the Company consisting of the annual audit of the Company’s [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

| Fee Category | | | Fiscal [removed: Year 2022] [added: Year 2023] ($) | | | % [removed: of Total] [added: of Total] (%) | | | Fiscal [removed: Year 2021] [added: Year 2022] ($) | | | % [removed: of Total] [added: of Total] (%) | | |

| Audit Fees(1) | | | [removed: 2,479,240] [added: 2,421,240] | | | [removed: 98.5] [added: 97.0] | | | [removed: 2,656,000] [added: 2,479,240] | | | [removed: 92.7] [added: 98.5] | | |

| Tax [removed: Fees(2)] [added: Fees(3)] | | | [removed: 38,838] [added: 32,000] | | | [removed: 1.5] [added: 1.3] | | | [removed: 210,000] [added: 38,838] | | | [removed: 7.3] [added: 1.5] | | |

| Total Fees | | | [removed: 2,518,078] [added: 2,497,214] | | | 100 | | | [removed: 2,866,000] [added: 2,518,078] | | | 100 | | |

(1) 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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Fiscal year [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] audit fees included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act.

[removed: (2)] [added: (3)] Tax 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: $38,838] [added: $32,000] and [removed: $210,000] [added: $38,838] of the total tax fees for fiscal years [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP during fiscal year [removed: 2022] [added: 2023] and fiscal year [removed: 2021.][added: 2022.]

| Audit-Related Fees(2) | | | 43,974 | | | 1.7 | | | \- | | | \- | | |

(2) Audit-related fees consist of fees relating to the Company’s real-time system implementation assessment of certain enterprise resource planning software.

Audit fees for fiscal year 2021 also included fees for the review of registration statement auditor consents to incorporate by reference prior year financial statement opinions in Form S-3.

| | | | Report of Independent Registered Public Accounting Firm | | | Page [removed: 37] [added: 38] | | |

| | | | Consolidated Statements of Operations for the three years ended September [removed: 30, 2022] [added: 29, 2023] | | | Page [removed: 39] [added: 40] | | |

| | | | Consolidated Statements of Comprehensive Income for the three years ended September [removed: 30, 2022] [added: 29, 2023] | | | Page [removed: 40] [added: 41] | | |

| | | | Consolidated Balance Sheets at September [removed: 30, 2022,] [added: 29, 2023] and [removed: October 1, 2021] [added: September 30, 2022] | | | Page [removed: 41] [added: 42] | | |

| | | | Consolidated Statements of Cash Flows for the three years ended September [removed: 30, 2022] [added: 29, 2023] | | | Page [removed: 42] [added: 43] | | |

| | | | Consolidated Statements of Stockholders’ Equity for the three years ended September [removed: 30, 2022] [added: 29, 2023] | | | Page [removed: 43] [added: 44] | | |

| | | | Notes to Consolidated Financial Statements | | | Pages [removed: 44] [added: 45] through 63 | | |

| 2.1^ | | | [Asset Purchase Agreement, dated as of April 22, 2021, by and between Skyworks [removed: Solutions] [added: Solutions,] Inc., and Silicon Laboratories Inc.](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921053805/tm2113063d1_ex2-1.htm) | | | 8-K | | | 001-05560 | | | 2.1 | | | 4/22/2021 | | | | | |

| 3.1 | | | [Restated Certificate of [removed: Incorporation, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit31skyworksresta.htm)] [added: Incorporation](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a31_restatedcertificateofi.htm)] | | | 10-Q | | | 001-05560 | | | 3.1 | | | [removed: 8/3/2016] [added: 8/8/2023] | | | | | |

| 3.2 | | | [removed: [Third] [added: [Fourth] Amended and Restated [removed: By-laws, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412718000011/exh31-thirdamendedandresta.htm)] [added: By-laws](https://www.sec.gov/Archives/edgar/data/4127/000000412723000016/exhibit31fourthamendmentan.htm)] | | | [removed: 10-Q] [added: 8-K] | | | 001-05560 | | | 3.1 | | | [removed: 4/30/2021] [added: 5/12/2023] | | | | | |

| 10.12*^ | | | [Fiscal Year [removed: 2022] [added: 2023] Executive Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122exhibit103_skyworkseip.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412723000010/exhibit103fy23eip.htm)] | | | 10-Q | | | 001-05560 | | | 10.3 | | | [removed: 2/4/2022] [added: 2/7/2023] | | | | | |

| 10.14* | | | [removed: [Amended] [added: [Second Amended] and Restated Change in Control / Severance Agreement, dated May [removed: 11, 2016,] [added: 10, 2023,] between the Company and Liam [removed: Griffin](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit102griffincicag.htm)] [added: Griffin](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a101cicagreementgriffin.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.2] [added: 10.1] | | | [removed: 8/3/2016] [added: 8/8/2023] | | | | | |

| 10.15* | | | [removed: [Change] [added: [Amended and Restated Change] in Control / Severance Agreement, dated [removed: August 29, 2016,] [added: May 10, 2023,] between the Company and Kris [removed: Sennesael](http://www.sec.gov/Archives/edgar/data/4127/000000412716000068/fy1610k903016ex1032sennesa.htm)] [added: Sennesael](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a102cicagreementsennesael.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 001-05560 | | | [removed: 10.32] [added: 10.2] | | | [removed: 11/22/2016] [added: 8/8/2023] | | | | | |

| 10.16* | | | [removed: [Change] [added: [Amended and Restated Change] in Control / Severance Agreement, dated [removed: November] [added: May] 10, [removed: 2016,] [added: 2023,] between the Company and Robert J. [removed: Terry](http://www.sec.gov/Archives/edgar/data/4127/000000412717000012/ex102terrycicagreement.htm)] [added: Terry](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a103cicagreementterry.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.2] [added: 10.3] | | | [removed: 2/7/2017] [added: 8/8/2023] | | | | | |

| 10.17* | | | [removed: [Change] [added: [Amended and Restated Change] in Control / Severance Agreement, dated [removed: November 9, 2016,] [added: May 10, 2023,] between the Company and Carlos S. [removed: Bori](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex1027boricic.htm)] [added: Bori](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a104cicagreementbori.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 001-05560 | | | [removed: 10.27] [added: 10.4] | | | [removed: 11/13/2017] [added: 8/8/2023] | | | | | |

| 10.18* | | | [removed: [Change] [added: [Amended and Restated Change] in Control / Severance Agreement, dated [removed: April 13, 2018,] [added: May 10, 2023,] between the Company and Kari A. [removed: Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412720000007/q120exhibit102.htm)] [added: Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a105cicagreementdurham.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.2] [added: 10.5] | | | [removed: 1/24/2020] [added: 8/8/2023] | | | | | |

| 10.19* | | | [removed: [Change] [added: [Amended and Restated Change] in Control / Severance Agreement, dated [removed: November 9, 2016,] [added: May 10, 2023,] between the Company and Reza [removed: Kasnavi](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222ex103-changeinctrlseve.htm)] [added: Kasnavi](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a106cicagreementkasnavi.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.3] [added: 10.6] | | | [removed: 5/4/2022] [added: 8/8/2023] | | | | | |

| [removed: 10.22^] [added: 10.23^] | | | [Revolving Credit Agreement, dated as of May 21, 2021, among the Company, the Borrowing Subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-2.htm) | | | 8-K | | | 001-05560 | | | 10.2 | | | 5/26/2021 | | | | | |

| 21 | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex21.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2310k92923ex21.htm)] | | | 10-K | | | 001-05560 | | | 21 | | | [removed: 11/23/2022] [added: 11/17/2023] | | | | | |

| 23.1 | | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2293022ex231kpmgconsent.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2392923ex231kpmgconsent.htm)] | | | 10-K | | | 001-05560 | | | 23.1 | | | [removed: 11/23/2022] [added: 11/17/2023] | | | | | |

| 31.1 | | | [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/4127/000000412722000038/fy2210k93022ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2310k92923ex311.htm)] | | | 10-K | | | 001-05560 | | | 31.1 | | | [removed: 11/23/2022] [added: 11/17/2023] | | | | | |

| 31.2 | | | [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/4127/000000412722000038/fy2210k93022ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2310k92923ex312.htm)] | | | 10-K | | | 001-05560 | | | 31.2 | | | [removed: 11/23/2022] [added: 11/17/2023] | | | | | |

| 31.3 | | | [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/4127/000000412723000005/fy2210kaexhibit313.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000002/fy2310kaexhibit313.htm)] | | | | | | | | | | | | | | | X | | |

| 31.4 | | | [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/4127/000000412723000005/fy2210kaexhibit314.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000002/fy2310kaexhibit314.htm)] | | | | | | | | | | | | | | | X | | |

| 32.1 | | | [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](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2310k92923ex321.htm)] | | | 10-K | | | 001-05560 | | | 32.1 | | | [removed: 11/23/2022] [added: 11/17/2023] | | | | | |

| 32.2 | | | [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](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2310k92923ex322.htm)] | | | 10-K | | | 001-05560 | | | 32.2 | | | [removed: 11/23/2022] [added: 11/17/2023] | | | | | |

Date: January [removed: 27, 2023][added: 25, 2024]

| 10.22^ | | | [First Amendment, dated as of March 6, 2023, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Term Credit Agreement, dated as of May 21, 2021, by and among the Company, the lenders party thereto and the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000000412723000012/exhibit101swksfirstamendme.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 3/10/2023 | | | | | |

| 10.24^ | | | [First Amendment, dated as of March 6, 2023, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Revolving Credit Agreement, dated as of May 21, 2021, by and among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000000412723000012/exhibit102swksfirstamendme.htm) | | | 8-K | | | 001-05560 | | | 10.2 | | | 3/10/2023 | | | | | |