Skyworks Solutions (SWKS) 10-K/A risk factor changes: FY2024 vs FY2023

For the fiscal year ended September [removed: 29, 2023][added: 27, 2024]

| 5260 California Avenue | | | [removed: Irvine | | | California | | |] 92617 | | | [removed: | | |]

| *(Address of principal executive offices)* | | | [removed: | | | | | |] *(Zip Code)* | | | [removed: | | |]

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 March [removed: 31, 2023,] [added: 29, 2024,] the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $18.7] [added: $17.3] billion.

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of January [removed: 18, 2024,] [added: 17, 2025,] was [removed: 160,225,891.][added: 160,741,022.]

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: 29, 2023,] [added: 27, 2024,] which was filed with the Securities and Exchange Commission (“SEC”) on November [removed: 17, 2023] [added: 15, 2024] (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: 2024] [added: 2025] Annual Meeting of Stockholders is scheduled for May 14, [removed: 2024,] [added: 2025,] and, accordingly, the Company’s Proxy Statement relating to such Annual Meeting will be filed after the date hereof.

| Irvine, California | | | | | |

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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: 18, 2024:][added: 17, 2025:]

| Liam K. Griffin, age [removed: 57,] [added: 58,] 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 •None Past 5 Years •National Instruments Corporation (until 2023) [removed: •Vicor Corporation (until 2019)] | | |

| Christine King, age [removed: 74,] [added: 75,] 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 [added: (“Standard Microsystems”)] (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) | | |

| Alan S. Batey, age [removed: 60,] [added: 61,] 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: 64,] [added: 65,] 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) [removed: •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 [added: relationships gained from advising leading private equity firms that are transacting business in the global capital markets.]

| Eric J. Guerin, age [removed: 52,] [added: 53,] has been a director since 2022. He currently serves as Chief Financial Officer of RB Global (a publicly traded provider of insights, services and transaction solutions for [added: buyers and sellers of] commercial assets and vehicles), a role he has held since January 2024. Previously, Mr. Guerin served as Senior Vice President and Chief Financial Officer of Veritiv Corporation (a formerly publicly traded provider of packaging and hygiene 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: 55,] [added: 56,] has been a director since 2022. Ms. McBride serves as Chief Operations Officer for Iridium Communications Inc. [added: (“Iridium”)] (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: 63,] [added: 64,] has been a director since 2005. He served as Chairman of the Board of Intelsat S.A. [added: (“Intelsat”)] (a 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: 63,] [added: 64,] has been a director since 2006. He has been chairman of Truax Partners LLC (a consulting firm) since 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 [added: •Indivior PLC] Past 5 Years •Frontier Communications Corporation (until 2021) [removed: •NII Holdings, Inc. (until 2019)] | | |

| Maryann Turcke, age [removed: 58,] [added: 59,] 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 [removed: (NFL)] [added: (“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) | | |

Each of our directors will serve until the [removed: 2024] [added: 2025] Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

Bori, age [removed: 53,] [added: 54,] joined the Company in July 2013 and has served as Senior Vice President, Sales and Marketing, since November 2017.

Durham, age [removed: 55,] [added: 56,] joined the Company in April 2018 and is Senior Vice President, Human Resources.

Reza Kasnavi, age [removed: 50,] [added: 51,] joined the Company in 2010 and has served as Senior Vice President, Technology and Manufacturing, since November 2019.

Kris Sennesael, age [removed: 55,] [added: 56,] joined the Company in August 2016 and is Senior Vice President and Chief Financial Officer.

Terry, age [removed: 57,] [added: 58,] joined the Company in 2003 and has served as Senior Vice President, General Counsel and Secretary since November 2017.

Before joining Skyworks, he served as General Counsel and Secretary for Day Software, Inc. [added: (“Day Software”)] (an enterprise content management software company), from July 2001 to February 2003.

Insider Trading Policy

We have adopted the Skyworks Solutions, Inc. Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, which the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

A copy of the Skyworks Solutions, Inc. Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information is filed as Exhibit 19 to this Form 10-K/A.

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

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: 29, 2023] [added: 27, 2024] (“fiscal year [removed: 2023”),] [added: 2024”),] 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: 2023,] [added: 2024,] our Named Executive Officers were:

At our [removed: 2023] [added: 2024] Annual Meeting of Stockholders (the [removed: “2023] [added: “2024] Annual Meeting”), approximately [removed: 79%] [added: 88%] 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 [removed: 30, 2022] [added: 29, 2023] (“fiscal year [removed: 2022”), including the updates the Compensation Committee had made for fiscal year 2022 in response to stockholder feedback.][added: 2023”).]

Following the [removed: 2023] [added: 2024] Annual [removed: Meeting and through December 2023,] [added: Meeting,] we engaged in formal stockholder [removed: outreach, soliciting feedback from more than] [added: outreach with] 20 institutional stockholders representing approximately [removed: 51%] [added: 54%] of the Company’s shares outstanding.

Stockholders representing approximately [removed: 36%] [added: 44%] of the Company’s shares outstanding responded to the outreach, either with written feedback, a request to speak, or by declining the invitation.

We held engagement meetings with each of those stockholders who requested to [removed: meet.][added: meet, representing approximately 36% of the Company’s shares outstanding.]

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

In addition, [added: these] stockholders generally did not express concerns with the overall structure of our compensation [removed: program and broadly shared] [added: program, with many expressing] support for [removed: the Company’s demonstrated history of disclosure and stockholder responsiveness, including relating to compensation policies] [added: our program] and [removed: plan designs.][added: some expressing a preference for longer performance periods in our long-term incentive program.]

[removed: To further support the alignment between] [added: In both] the [removed: Company] [added: Company’s fiscal year ended September 30, 2022 (“fiscal year 2022”)] and [removed: its stockholders, for] fiscal year 2023, the Compensation Committee modified [removed: the] [added: our] peer [removed: group,] [added: group to improve comparability,] replacing [removed: two companies with] larger market [removed: capitalizations that were acquired with two] [added: cap] companies with [added: companies that were more] comparable [removed: market capitalizations.][added: in size with the Company.]

[removed: In addition,] [added: Second,] the Compensation Committee returned the short-term incentive program for [removed: the] fiscal year [removed: ending September 27,] 2024 [removed: (“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.

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

The fees paid to Aon and its affiliates in fiscal year [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon survey data of semiconductor companies (where sufficient data was not available in the 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 [removed: 15] [added: 17] publicly traded semiconductor companies listed below.

For the Company’s fiscal year [removed: 2023] [added: 2024] compensation program, we made adjustments to our peer group from the prior fiscal year [added: based on several factors] to improve comparability, in part in response to stockholder feedback.

| Peer Group for Fiscal Year [removed: 2023] [added: 2024] Compensation [removed: (“FY23] [added: (“FY24] Peer Group”) | | | | | | | | | | | |

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

| [removed: Entegris] [added: Analog Devices] | | | Microchip Technology | | | [removed: ON Semiconductor] [added: Qorvo] | | | Western Digital | | |

After reviewing the Comparator Group data and considering the input of 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: 2023.][added: 2024.]

Aon advised the Compensation Committee that such components of executive compensation for fiscal year [removed: 2023] [added: 2024] were competitive for chief executive officers and other executive officers at companies of similar size and complexity in the semiconductor industry.

[added: In determining the compensation of our Chief Executive Officer for fiscal year 2024, 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: 2023,] [added: 2024,] 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 base salary [removed: increases] [added: increase] for fiscal year [removed: 2023] [added: 2024] for each [added: other] Named Executive Officer, as reflected in the table below, [removed: were] [added: was] based on the market-based salary adjustments recommended by [removed: Aon] [added: Aon,] as well as recommendations by the Chief Executive Officer [removed: (for] [added: and consideration of the scope of duties for such] Named Executive [removed: Officers other than himself).][added: Officer.]

| | | | [removed: FY2023] [added: FY2024] Base Salary ($) | | | [removed: FY2022] [added: FY2023] Base Salary ($) | | | [removed: Increase (%) | | |]

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

| Kris Sennesael | | | [removed: 606,000 | | | 588,000] [added: 630,000] | | | [removed: 3.1%] [added: 606,000] | | |

| Reza Kasnavi | | | [removed: 576,000 | | | 557,000] [added: 600,000] | | | [removed: 3.4%] [added: 576,000] | | |

| Carlos S. Bori | | | [removed: 541,000 | | | 520,000] [added: 600,000] | | | [removed: 4.0%] [added: 541,000] | | |

| Robert J. Terry | | | [removed: 540,000 | | | 522,000] [added: 562,000] | | | [removed: 3.4%] [added: 540,000] | | |

The Compensation Committee believes that pre-established performance goals under the [added: 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 through fiscal year 2023, the Compensation Committee established annual short-term compensation incentive plans with two six-month performance periods as a result of significant market [removed: uncertainties.][added: uncertainties resulting from geopolitical concerns and global supply chain challenges affecting the Company and its customers, which made forecasting difficult.]

[removed: For] [added: With respect to] the [removed: Company’s upcoming] fiscal year [removed: 2024, giving consideration] [added: 2024 Executive Incentive Plan (the “Incentive Plan”) adopted by the Compensation Committee on December 14, 2023, in large part due] to feedback from the Company’s stockholders, the Compensation Committee [removed: is returning] [added: returned] to [removed: a one-year] [added: an annual] performance period for the short-term compensation incentive plan despite some continuing uncertain market conditions.

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

The following table shows the range of short-term incentive compensation that each Named Executive Officer could earn in fiscal year [removed: 2023] [added: 2024] as a percentage of such executive officer’s annual base salary.

| Other [added: Named] Executive Officers | | | 40% | | | 80% | | | 160% | | |

[removed: Payments under] [added: In December 2023,] the [added: Compensation Committee established performance goals for the] Incentive Plan [added: that] were based on achieving revenue and non-GAAP operating income performance goals, each of which was weighted at [removed: 50% for each respective performance period.][added: 50%.]

The non-GAAP operating income performance goal is [added: measured] based on the Company’s publicly disclosed non-GAAP operating income1 after accounting for any incentive award payments, including those to be made under the Incentive Plan.

The target level performance goals were established by the Compensation Committee under the Incentive Plan after reviewing the Company’s historical operating results, as well as the Company’s 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.

[added: 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: 2023] [added: 2024] were as follows:

| [added: (in millions)] | | | Revenue | | | [removed: | | |] Non-GAAP Operating Income | | | [removed: | | |]

Many of our stockholders also communicated their appreciation for the Company’s track record of disclosure and stockholder responsiveness over the past several years.

Input and feedback from our stockholders during the most recent outreach, as well as the ongoing dialogue we have shared with stockholders for many years, continues to directly inform the evolution of compensation practices, which are detailed in the section below.

Evolution of Compensation Program in Response to Stockholder Input

Over the past several years, the Compensation Committee has made several changes to our executive compensation program to further align it with stockholder interests and the evolution of our business.

For fiscal year 2024, the Compensation Committee made two changes.

First, it modified our peer group, adding two technology companies whose revenues and market capitalizations were below the median for the peer group.

Many of our stockholders indicated they were pleased with the change we made to the short-term incentive program.

For our fiscal year ending October 3, 2025 (“fiscal year 2025”), the Compensation Committee made additional changes to our long-term stock-based incentives for executives that were directly responsive to stockholder feedback.

Effective with the fiscal year 2025 performance share awards to Named Executive Officers, both the performance period and vesting period for the EBITDA margin percentile ranking metric were increased from two years to three years.

These most recent changes follow several changes to our executive compensation program in fiscal years 2022 and 2023, further demonstrating the Compensation Committee’s commitment to responding to stockholder feedback and evolving our programs to align with our business and strategic goals.

For the Company’s fiscal year 2022 executive compensation program, the Compensation Committee implemented several changes to the performance share award design, including extending vesting for two key metrics to two years (from one year), incorporating a relative EBITDA margin metric (from an absolute metric), and setting target performance of relative metrics at the 55th percentile.

Specifically, we added Seagate Technology and Teradyne.

At the time that changes to the peer group were

considered, both new additions had lower market capitalizations measured on a 30-day average as of March 17, 2023, as compared to the Company.

| Entegris | | | Micron Technology | | | QUALCOMM | | | | | |

| KLA Corporation | | | Monolithic Power Systems | | | Seagate Technology | | | | | |

| Lam Research | | | NXP Semiconductors | | | Teradyne | | | | | |

The base salary for the Chief Executive Officer for fiscal year 2024 was unchanged from fiscal year 2023.

| Threshold | | | $4,000 | | | $1,000 | | |

| Target | | | $4,375 | | | $1,311 | | |

| Maximum | | | $4,775 | | | $1,605 | | |

The Compensation Committee seeks to set challenging yet attainable performance goals for incentive compensation to motivate our executives.

For fiscal year 2024, the Compensation Committee, after substantial evaluation and discussion, set target performance goals that were below fiscal year 2023 performance.

Nonetheless, the Compensation Committee believed that these goals reflected an appropriate level of rigor given several factors.

The goals were established in alignment with the Company’s annual operating plan for fiscal year 2024, which took into account the broader macroeconomic environment, elevated levels of semiconductor inventory globally, and the performance expectations of our stockholders.

The rigor of these target goals is underscored by the below-target achievement amounts as described in the section below.

| Threshold | | | $4,000 | | | $1,000 | | |

| Target | | | $4,375 | | | $1,311 | | |

| Maximum | | | $4,775 | | | $1,605 | | |

| Achieved | | | $4,178 | | | $1,137 | | |

Each RSU award granted to executive officers in fiscal year 2024 vests over four years at a rate of twenty-five percent (25%) per year commencing one year from the grant date and thereafter on each subsequent anniversary of the grant date for the following three years, provided the executive officer remains employed by the Company through each such vesting date.

| Liam K. Griffin | | | $14,000,000 | | | 94,002 | | | 62,667 | | |

| Kris Sennesael | | | $3,800,000 | | | 25,515 | | | 17,009 | | |

| Reza Kasnavi | | | $4,000,000 | | | 26,857 | | | 17,905 | | |

| Carlos S. Bori | | | $4,000,000 | | | 26,857 | | | 17,905 | | |

| Robert J. Terry | | | $3,300,000 | | | 22,158 | | | 14,771 | | |

*FY24 PSAs*

Following stockholder feedback received after the 2024 Annual Meeting of Stockholders, the Compensation Committee determined that shares earned pursuant to the EBITDA margin percentile ranking metric for awards granted to Named Executive Officers for fiscal year 2025 would be subject to a three-year performance period and would not vest until the three-year anniversary of the grant date.

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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.

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.

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

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

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.

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

| KLA Corporation | | | Micron Technology | | | Qorvo | | | | | |

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

Company’s short-term incentive compensation plan for executive officers should generally be measured over a one-year performance period.

With respect to the Fiscal Year 2023 Executive Incentive Plan (the “Incentive Plan”) adopted by the Compensation Committee on December 15, 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 2023.

In December 2022 and May 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.

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.

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).

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| (in millions) | | | 1st Half | | | 2nd Half | | | 1st Half | | | 2nd Half | | |

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

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

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

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 minimum required level of non-GAAP operating income for the fiscal year.

A payment of the target amount was made to each Named Executive Officer in May 2023, with the remainder held back for potential payment following the completion of the fiscal year.

For the second half of fiscal year 2023, the Company’s revenue and non-GAAP operating income achieved were $2,290 million and $725 million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to only 59% of the target payment level.

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

For fiscal year 2023, the Compensation Committee made an annual stock-based compensation award to each of the Named Executive Officers on November 8, 2022, at a regularly scheduled Compensation Committee meeting.

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 | | |

| Reza Kasnavi | | | $3,910,000 | | | 26,460 | | | 17,640 | | |

| Carlos S. Bori | | | $3,910,000 | | | 26,460 | | | 17,640 | | |

| Robert J. Terry | | | $3,220,000 | | | 21,791 | | | 14,527 | | |

*FY23 PSAs*

period that ends closest to, but not later than, October 1, 2024).2 When calculating the Company’s EBITDA margin, the impact of any acquisition or disposition occurring within the performance period is excluded if the revenue attributable to such acquisition or disposition exceeds $50 million during such period.

To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January [removed: 24, 2024,] [added: 17, 2025,] 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: 24, 2024;] [added: 17, 2025;] (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: 24, 2024,] [added: 17, 2025,] there were [removed: 160,225,891] [added: 160,741,022] 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: 24, 2024,] [added: 17, 2025,] are deemed outstanding.

| The Vanguard Group, Inc. | | | [removed: 18,248,544(3)] [added: 18,656,173(3)] | | | [removed: 11.4] [added: 11.6] | | % |

| Alan S. Batey | | | [removed: 7,645] [added: 9,723] | | | (*) | | |

| Kevin L. Beebe | | | [removed: 51,855] [added: 50,733] | | | (*) | | |

| Carlos S. Bori | | | [removed: 47,935(5)] [added: 45,961(5)] | | | (*) | | |

| Eric J. Guerin | | | [removed: 2,794] [added: 5,318] | | | (*) | | |

| Reza Kasnavi | | | [removed: 20,084] [added: 20,911(5)] | | | (*) | | |

| Christine King | | | [removed: 20,979] [added: 23,057] | | | (*) | | |

| Suzanne E. McBride | | | [removed: 2,799] [added: 5,326] | | | (*) | | |

| David P. McGlade | | | [removed: 42,916] [added: 44,994] | | | (*) | | |

| Robert A. Schriesheim | | | [removed: 84,236] [added: 60,881] | | | (*) | | |

| Robert J. Terry | | | [removed: 17,109(5)] [added: 17,214(5)] | | | (*) | | |

| Maryann Turcke | | | [removed: 693] [added: 3,463] | | | (*) | | |

| All current directors and executive officers as a group (14 persons) | | | [removed: 558,919(5)] [added: 642,789(5)] | | | (*) | | |

(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 [removed: PSAs”)] [added: PSAs”), in each case] that are not scheduled to vest within sixty (60) days of January [removed: 24, 2024,] [added: 17, 2025,] as follows: Mr. [removed: Batey—2,078] [added: Batey—2,272] shares under Unvested RSUs; Mr. [removed: Beebe—2,078] [added: Beebe—2,272] shares under Unvested RSUs; Mr. [removed: Bori—38,028] [added: Bori—38,234] shares under Unvested RSUs and [removed: 13,230] [added: 4,072] shares under Unvested PSAs; Mr. [removed: Guerin—2,524] [added: Guerin—2,272] shares under Unvested RSUs; Mr. [removed: Griffin—130,206] [added: Griffin—129,434] shares under Unvested RSUs and [removed: 43,988] [added: 14,253] shares under Unvested PSAs; Mr. [removed: Kasnavi—38,306] [added: Kasnavi—43,653] shares under Unvested RSUs and [removed: 13,230] [added: 4,072] shares under Unvested PSAs; Ms. [removed: King—2,078] [added: King—2,272] shares under Unvested RSUs; Ms. [removed: McBride—2,527] [added: McBride—2,272] shares under Unvested RSUs; Mr. McGlade— [removed: 2,078] [added: 2,272] shares under Unvested RSUs; Mr. [removed: Schriesheim—2,078] [added: Schriesheim—2,272] shares under Unvested RSUs; Mr. [removed: Sennesael—36,912] [added: Sennesael—47,996] shares under Unvested RSUs and [removed: 12,520] [added: 3,868] shares under Unvested PSAs; Mr. [removed: Terry—31,558] [added: Terry—33,896] shares under Unvested RSUs and [removed: 10,896] [added: 3,360] shares under Unvested PSAs; Ms. [removed: Turcke—3,462] [added: Turcke—2,964] shares under Unvested RSUs; current directors and executive officers as a group (14 [removed: persons)—313,901] [added: persons)—336,576] shares under Unvested RSUs and [removed: 100,632] [added: 31,711] 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: 228,432] [added: 203,684] shares, sole dispositive power with respect to [removed: 17,587,130] [added: 17,980,820] shares, and shared dispositive power with respect to [removed: 661,414] [added: 675,353] 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: 9, 2023.][added: 13, 2024.]

In its capacity as a parent holding company or control person, BlackRock has sole voting power with respect to [removed: 13,506,111] [added: 14,766,933] shares and sole dispositive power with respect to [removed: 14,750,420] [added: 16,129,698] shares which are held by the following of its subsidiaries: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock [added: France SAS, BlackRock] (Netherlands) B.V., BlackRock [added: Fund Advisors, 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, [added: SpiderRock Advisors, LLC,] BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock [removed: 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 13G filed with the SEC on [removed: January 24,] [added: September 10,] 2024.

(5) Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January [removed: 24, 2024.][added: 17, 2025.]

As of September [removed: 29, 2023,] [added: 27, 2024,] the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

- the 2002 Employee Stock Purchase [removed: Plan][added: Plan, as Amended]

- the Non-Qualified Employee Stock Purchase [removed: Plan][added: Plan, as Amended]

- the [removed: 2005] [added: Amended and Restated 2008 Director] Long-Term Incentive Plan

- the [removed: 2008 Director] [added: Second Amended and Restated 2015] Long-Term Incentive Plan

Except for the Non-Qualified Employee Stock Purchase [removed: Plan] [added: Plan, as Amended] (the “Non-Qualified ESPP”), each of the foregoing equity compensation plans was approved by the Company’s stockholders.

The following table presents information about these plans as of September [removed: 29, 2023.][added: 27, 2024.]

| Equity compensation plans [added: not] approved by security holders | | | [removed: 27,123(1)] [added: —] | | | [removed: 71.50] [added: —] | | | [removed: 10,296,058(2)] [added: 474,405(3)] | | |

| Equity compensation plans [removed: not] approved by security holders | | | [removed: —] [added: 11,576(1)] | | | [removed: —] [added: 83.52] | | | [removed: 173,128(3)] [added: 14,227,060(2)] | | |

(1) Excludes [removed: 2,167,957] [added: 2,754,129] unvested shares under restricted stock and RSU awards and [removed: 1,192,371] [added: 1,568,746] unvested shares under PSAs, which number assumes achievement of performance goals under outstanding PSAs at target levels.

(2) Includes [removed: 857,399] [added: 2,086,629] shares available for future issuance under the 2002 Employee Stock Purchase Plan, [removed: 8,909,012] [added: as Amended, 11,638,048] shares available for future issuance under the [added: Second Amended and Restated] 2015 Long-Term Incentive Plan, and [removed: 529,647] [added: 502,383] shares available for future issuance under the [added: Amended and Restated] 2008 Director Long-Term Incentive Plan.

| BlackRock, Inc. | | | 16,129,698(4) | | | 10.0 | | % |

| Liam K. Griffin | | | 211,681(5) | | | (*) | | |

| Kris Sennesael | | | 117,175 | | | (*) | | |

| TOTAL | | | 11,576 | | | 83.52 | | | 14,701,465 | | |

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

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

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

- the 2015 Long-Term Incentive Plan

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

No further grants will be made under the 2005 Long-Term Incentive Plan.

*Certain Relationships and Related Transactions*: Other than compensation agreements and other arrangements which are described above in Item 11 “Executive Compensation,” since [removed: October 1, 2022,] [added: September 30, 2023,] 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.

KPMG LLP (Irvine, California, Auditor Firm ID: 185) provided audit services to the Company consisting of the annual audit of the Company’s [removed: 2023] [added: 2024] 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: 2023.][added: 2024.]

| Fee Category | | | Fiscal Year [removed: 2023] [added: 2024] ($) | | | % of Total (%) | | | Fiscal Year [removed: 2022] [added: 2023] ($) | | | % of Total (%) | | |

| Audit Fees(1) | | | [removed: 2,421,240] [added: 2,622,000] | | | [removed: 97.0] [added: 70.0] | | | [removed: 2,479,240] [added: 2,421,240] | | | [removed: 98.5] [added: 97.0] | | |

| Audit-Related Fees(2) | | | [removed: 43,974] [added: 306,026] | | | [removed: 1.7] [added: 8.2] | | | [removed: \-] [added: 43,974] | | | [removed: \-] [added: 1.7] | | |

| Tax Fees(3) | | | [removed: 32,000] [added: 818,008] | | | [removed: 1.3] [added: 21.8] | | | [removed: 38,838] [added: 32,000] | | | [removed: 1.5] [added: 1.3] | | |

| Total Fees | | | [removed: 2,497,214] [added: 3,746,034] | | | 100 | | | [removed: 2,518,078] [added: 2,497,214] | | | 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, [added: and] statutory audits and related filings in various foreign [removed: locations, and audit procedures related to acquisition activity during fiscal years 2023 and 2022.][added: locations.]

Fiscal year [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] audit fees included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act.

(3) Tax fees consist of fees for tax [removed: compliance, tax advice,] [added: compliance] and tax planning services.

The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP during fiscal year [removed: 2023] [added: 2024] and fiscal year [removed: 2022.][added: 2023.]

Fiscal year 2024 audit fees also included fees for the review of an auditor consent to incorporate by reference prior year financial statement opinions in a registration statement on Form S-8 filed with the SEC in June 2024.

Tax compliance services in fiscal year 2024 and 2023 primarily relate to the review of U.S. income tax matters, including the Section 48D advanced manufacturing investment credit in fiscal year 2024.

Tax planning services, which in fiscal year 2024 relate to future changes in tax laws resulting from the BEPS Project of the OECD, including Pillar Two, accounted for $55,000 of the total tax fees for fiscal year 2024.

Tax compliance services, which primarily relate to the review of our U.S. tax returns and certain trade and customs forms, accounted for $32,000 and $38,838 of the total tax fees for fiscal years 2023 and 2022, respectively.

| | | | Report of Independent Registered Public Accounting Firm | | | [removed: Page] [added: Pages] 38 [added: through 39] | | |

| | | | Consolidated Statements of Operations for the three years ended September [removed: 29, 2023] [added: 27, 2024] | | | Page 40 | | |

| | | | Consolidated Statements of Comprehensive Income for the three years ended September [removed: 29, 2023] [added: 27, 2024] | | | Page 41 | | |

| | | | Consolidated Balance Sheets at September [removed: 29, 2023] [added: 27, 2024] and September [removed: 30, 2022] [added: 29, 2023] | | | Page 42 | | |

| | | | Consolidated Statements of Cash Flows for the three years ended September [removed: 29, 2023] [added: 27, 2024] | | | Page 43 | | |

| | | | Consolidated Statements of Stockholders’ Equity for the three years ended September [removed: 29, 2023] [added: 27, 2024] | | | Page 44 | | |

| | | | Notes to Consolidated Financial Statements | | | Pages 45 through [removed: 63] [added: 64] | | |

| [removed: Exhibit Number] [added: Exhibit Number] | | | Exhibit Description | | | Form | | | Incorporated by Reference | | | | | | | | | Filed Herewith | | |

| 4.1 | | | [Specimen Certificate of Common [removed: Stock](http://www.sec.gov/Archives/edgar/data/4127/000095013502003322/b43499ssexv4.txt)] [added: Stock](https://www.sec.gov/Archives/edgar/data/4127/000095013502003322/b43499ssexv4.txt)] | | | S-3 | | | 333-92394 | | | 4 | | | 7/15/2002 | | | | | |

| 10.1* | | | [Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan, as [removed: Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex1012002esppmay2020.htm)] [added: Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412724000070/exhibit102-amendmenttoespp.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.1] [added: 10.2] | | | [removed: 7/24/2020] [added: 7/31/2024] | | | | | |

| 10.2* | | | [Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan, as [removed: Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex102nqesppmay2020.htm)] [added: Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412724000070/exhibit103-amendmenttonqes.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.2] [added: 10.3] | | | [removed: 7/24/2020] [added: 7/31/2024] | | | | | |

| 10.3* | | | [Skyworks Solutions, Inc. Amended and Restated [removed: 2005] [added: 2008 Director] Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000023/fy12proxyvoteexhibit101.htm)] [added: Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222exhibit101-2008dltip.htm)] | | | [removed: 8-K] [added: 10-Q] | | | 001-05560 | | | 10.1 | | | [removed: 5/13/2013] [added: 5/4/2022] | | | | | |

| 10.4* | | | [Form of Nonstatutory Stock Option Agreement under the Company’s [removed: 2005] [added: 2008 Director] Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/a2005long-termincentiveupd.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.B] [added: 10.OO] | | | [removed: 1/31/2013] [added: 5/7/2008] | | | | | |

| [removed: 10.6*] [added: 10.5*] | | | [Form of [removed: Nonstatutory] [added: Restricted] Stock [removed: Option] [added: Unit] Agreement under the Company’s 2008 Director Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1022008dltiprsuagreement.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.OO] [added: 10.2] | | | [removed: 5/7/2008] [added: 5/4/2016] | | | | | |

| [removed: 10.7*] [added: 10.9*] | | | [Form of Restricted Stock Unit Agreement under the Company’s [removed: 2008 Director] [added: Second Amended and Restated 2015] Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1022008dltiprsuagreement.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit109-rsuagreement.htm)] | | | [removed: 10-Q] [added: 10-K] | | | 001-05560 | | | [removed: 10.2] [added: 10.9] | | | [removed: 5/4/2016] [added: 11/15/2024] | | | | | |

| 10.8* | | | [removed: [Skyworks Solutions, Inc.] [added: [Form of Performance Share Agreement under the Company’s Second] Amended and Restated 2015 Long-Term Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412721000050/q321exhibit102.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit108-psaagreement.htm)] | | | [removed: 10-Q] [added: 10-K] | | | 001-05560 | | | [removed: 10.2] [added: 10.8] | | | [removed: 7/30/2021] [added: 11/15/2024] | | | | | |

| [removed: 10.9*] [added: 10.7*] | | | [Form of Nonstatutory Stock Option Agreement under the Company’s [added: Second Amended and Restated] 2015 Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh102optionagreement.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit107-optionagreement.htm)] | | | [removed: 10-Q] [added: 10-K] | | | 001-05560 | | | [removed: 10.2] [added: 10.7] | | | [removed: 8/5/2015] [added: 11/15/2024] | | | | | |

| [removed: 10.12*^] [added: 10.10*^] | | | [Fiscal Year [removed: 2023] [added: 2024] Executive Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412723000010/exhibit103fy23eip.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412724000007/fy24eipv1redacted-ex101.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.3] [added: 10.1] | | | [removed: 2/7/2023] [added: 1/31/2024] | | | | | |

| [removed: 10.13*] [added: 10.11*] | | | [Skyworks Solutions, Inc. Cash Compensation Plan for [removed: Directors](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222ex102-skyworkssolution.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/4127/000000412724000019/exhibit101-directorcashcom.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.2] [added: 10.1] | | | [removed: 5/4/2022] [added: 5/1/2024] | | | | | |

| [removed: 10.14*] [added: 10.12*] | | | [Second Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Liam Griffin](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a101cicagreementgriffin.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 8/8/2023 | | | | | |

| [removed: 10.15*] [added: 10.13*] | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kris [removed: Sennesael](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a102cicagreementsennesael.htm)] [added: Sennesael](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1013-cicseveranceag.htm)] | | | [removed: 10-Q] | | | [removed: 001-05560] | | | [removed: 10.2] | | | [removed: 8/8/2023] | | | [added: X] | | |

| [removed: 10.16*] [added: 10.14*] | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Robert J. [removed: Terry](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a103cicagreementterry.htm)] [added: Terry](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1014-cicseveranceag.htm)] | | | [removed: 10-Q] | | | [removed: 001-05560] | | | [removed: 10.3] | | | [removed: 8/8/2023] | | | [added: X] | | |

| [removed: 10.17*] [added: 10.15*] | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Carlos S. [removed: Bori](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a104cicagreementbori.htm)] [added: Bori](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1015-cicseveranceag.htm)] | | | [removed: 10-Q] | | | [removed: 001-05560] | | | [removed: 10.4] | | | [removed: 8/8/2023] | | | [added: X] | | |

| [removed: 10.18*] [added: 10.16*] | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kari A. [removed: Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a105cicagreementdurham.htm)] [added: Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1016-cicseveranceag.htm)] | | | [removed: 10-Q] | | | [removed: 001-05560] | | | [removed: 10.5] | | | [removed: 8/8/2023] | | | [added: X] | | |

| [removed: 10.19*] [added: 10.17*] | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Reza [removed: Kasnavi](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a106cicagreementkasnavi.htm)] [added: Kasnavi](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1017-cicseveranceag.htm)] | | | [removed: 10-Q] | | | [removed: 001-05560] | | | [removed: 10.6] | | | [removed: 8/8/2023] | | | [added: X] | | |

| [removed: 10.20] [added: 10.18] | | | [Debt Commitment Letter, dated as of April 22, 2021, by and between Skyworks Solutions, Inc., and JPMorgan Chase Bank, N.A](https://www.sec.gov/Archives/edgar/data/4127/000110465921053805/tm2113063d1_ex10-1.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 4/22/2021 | | | | | |

| [removed: 10.21^] [added: 10.19^] | | | [removed: [Term] [added: [Revolving] Credit Agreement, dated as of May 21, 2021, among the Company, the [added: Borrowing Subsidiaries party thereto, the] lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-1.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-2.htm)] | | | 8-K | | | 001-05560 | | | [removed: 10.1] [added: 10.2] | | | 5/26/2021 | | | | | |

| [removed: 10.22^] [added: 10.20^] | | | [First Amendment, dated as of March 6, 2023, among the Company, the [added: borrowing subsidiaries party thereto, the] lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the [removed: Term] [added: Revolving] Credit Agreement, dated as of May 21, 2021, by and among the Company, the [added: borrowing subsidiaries party thereto, the] lenders party thereto and the administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/4127/000000412723000012/exhibit101swksfirstamendme.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/4127/000000412723000012/exhibit102swksfirstamendme.htm)] | | | 8-K | | | 001-05560 | | | [removed: 10.1] [added: 10.2] | | | 3/10/2023 | | | | | |

| 21 | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2310k92923ex21.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit21.htm)] | | | 10-K | | | 001-05560 | | | 21 | | | [removed: 11/17/2023] [added: 11/15/2024] | | | | | |

| 23.1 | | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2392923ex231kpmgconsent.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit231-kpmgconsent.htm)] | | | 10-K | | | 001-05560 | | | 23.1 | | | [removed: 11/17/2023] [added: 11/15/2024] | | | | | |

| 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/4127/000000412723000030/fy2310k92923ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit311.htm)] | | | 10-K | | | 001-05560 | | | 31.1 | | | [removed: 11/17/2023] [added: 11/15/2024] | | | | | |

| 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/4127/000000412723000030/fy2310k92923ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit312.htm)] | | | 10-K | | | 001-05560 | | | 31.2 | | | [removed: 11/17/2023] [added: 11/15/2024] | | | | | |

| 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/4127/000000412724000002/fy2310kaexhibit313.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/fy2410-kaexhibit313.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/4127/000000412724000002/fy2310kaexhibit314.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/fy2410-kaexhibit314.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/4127/000000412723000030/fy2310k92923ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit321.htm)] | | | 10-K | | | 001-05560 | | | 32.1 | | | [removed: 11/17/2023] [added: 11/15/2024] | | | | | |

| 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/4127/000000412723000030/fy2310k92923ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit322.htm)] | | | 10-K | | | 001-05560 | | | 32.2 | | | [removed: 11/17/2023] [added: 11/15/2024] | | | | | |

| [added: Date: January 24, 2025] | | | SKYWORKS SOLUTIONS, INC. | | | | | |

| 10.6* | | | [Skyworks Solutions, Inc. Second Amended and Restated 2015 Long-Term Incentive Plan (incorporated by reference to Annex 1 to the Company’s Definitive Proxy Statement filed with the SEC on March 28, 2024)](https://www.sec.gov/ix?doc=/Archives/edgar/data/4127/000110465924040560/tm242679-d5_def14a.htm#APC) | | | DEF 14A | | | 001-05560 | | | | | | 3/28/2024 | | | | | |

| 19 | | | [Skyworks Solutions, Inc. Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit19-insidertradingpo.htm) | | | | | | | | | | | | | | | X | | |

| 97.1 | | | [Skyworks Solutions, Inc. Executive Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit971-clawbackpolicy.htm) | | | 10-K | | | 001-05560 | | | 97.1 | | | 11/15/2024 | | | | | |

| | | | | | | | | |

| 10.5* | | | [Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222exhibit101-2008dltip.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 5/4/2022 | | | | | |

| 10.10* | | | [Form of Performance Share Agreement under the Company’s Amended and Restated 2015 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex101_2015ltip-psaagre.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 2/4/2022 | | | | | |

| 10.11* | | | [Form of Restricted Stock Unit Agreement under the Company’s Amended and Restated 2015 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex102_2015ltip-rsuagre.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 2/4/2022 | | | | | |

| 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 | | | | | |

| 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 | | | | | |

Date: January 25, 2024