Skyworks Solutions 8-K 2024-05-14

Filed 2024-05-17. 1 sections, 12K characters. Original on sec.gov · Markdown · JSON

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):May 14, 2024

Skyworks Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-0556004-2302115
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
5260 California Avenue92617
Irvine, California
(Address of principal executive offices)(Zip Code)
(949)231-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.25 per shareSWKSNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of stockholders of Skyworks Solutions, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved the Second Amended and Restated 2015 Long-Term Incentive Plan (the “Second Amended and Restated Plan”), which had previously been adopted by the Company’s Board of Directors subject to stockholder approval. The description of the Second Amended and Restated Plan contained on pages 75 to 83 of the Company’s Proxy Statement for the 2024 Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024, in connection with the Annual Meeting (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the Second Amended and Restated Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders were asked to consider and vote on eleven proposals that are described in the Proxy Statement. The results of the voting on each of those proposals were as follows:

1.The Company’s stockholders elected each of Alan S. Batey, Kevin L. Beebe, Liam K. Griffin, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke to serve as a director of the Company until the next annual meeting of the Company’s stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

The voting results with respect to each director elected at the Annual Meeting are set forth in the following table:

NomineesVotes ForVotes AgainstVotes AbstainBroker Non-Votes
Alan S. Batey119,760,7611,944,951209,24116,327,844
Kevin L. Beebe113,808,2387,900,199206,51616,327,844
Liam K. Griffin112,109,5029,578,943226,50816,327,844
Eric J. Guerin121,019,534692,370203,04916,327,844
Christine King117,822,8963,893,924198,13316,327,844
Suzanne E. McBride120,171,7041,541,995201,25416,327,844
David P. McGlade113,640,1038,062,960211,89016,327,844
Robert A. Schriesheim116,346,4905,324,008244,45516,327,844
Maryann Turcke120,018,7271,690,559205,66716,327,844

2.The Company’s stockholders ratified the selection by the Company’s Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s 2024 fiscal year.

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
127,749,25810,196,514297,0250

3.The Company’s stockholders voted to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
107,462,59414,183,606268,75316,327,844

4.The Company’s stockholders did not approve an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Charter”), to eliminate the supermajority vote provisions relating to stockholder approval of a merger or consolidation, disposition of all or substantially all of the Company’s assets, or issuance of a substantial amount of the Company’s securities.

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
120,931,042761,538222,37316,327,844

5.The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provisions relating to stockholder approval of a business combination with any related person.

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
120,915,838775,223223,89216,327,844

6.The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provision relating to stockholder amendment of Charter provisions governing directors.

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
120,876,564800,166238,22316,327,844

7.The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provision relating to stockholder amendment of the Charter provision governing action by stockholders.

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
120,879,850790,952244,15116,327,844

8.The Company’s stockholders voted to approve the Second Amended and Restated Plan.

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
112,886,1778,722,470306,30616,327,844

9.The Company’s stockholders voted to approve the Amendment to the Company’s 2002 Employee Stock Purchase Plan, as amended.

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
120,885,449794,625234,87916,327,844

10.The Company’s stockholders did not approve a stockholder proposal regarding named executive officer termination payments.

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
9,204,850112,403,841306,26216,327,844

11.The Company’s stockholders did not approve a stockholder proposal regarding adoption of greenhouse gas emissions reduction targets.

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
37,394,40482,336,2062,184,34316,327,844

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
NumberDescription
99.1Second 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)
104Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Skyworks Solutions, Inc.
May 17, 2024By:/s/ Robert J. Terry
Name:Robert J. Terry
Title:Senior Vice President, General Counsel and Secretary