Filed On 1/18/08 1:11pm ET · SEC File 0-19528 · Accession Number 936392-8-56
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
1/18/08 Qualcomm Inc/DE DEF 14A 3/11/08 1:224 Bowne of San Diego/FA
Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents
Document/Exhibit Description Pages Size
1: DEF 14A Definitive Proxy Statement HTML 1,340K
This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
| [ ] |
Preliminary Proxy Statement |
| [ ] |
Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
| [X] |
Definitive Proxy Statement |
| [ ] |
Definitive Additional Materials |
| [ ] |
Soliciting Material Pursuant to
Section 240.14a-12 |
QUALCOMM INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
| [X] |
No fee required. |
|
| [ ] |
Fee computed on table
below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| |
|
(1) |
Title of each class of securities to which
transaction applies: |
| |
|
|
| |
|
|
|
(2) |
Aggregate number of securities to which transaction
applies: |
| |
|
|
| |
|
|
|
(3) |
Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was determined): |
| |
|
|
| |
|
|
|
(4) |
Proposed maximum aggregate value of transaction: |
| |
|
|
| |
|
|
|
(5) |
Total fee paid: |
| |
|
|
| |
|
|
|
| [ ] |
Fee paid previously with
preliminary materials. |
| |
| [ ] |
Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing. |
| |
|
(1) |
Amount Previously Paid: |
| |
|
|
| |
|
|
|
(2) |
Form, Schedule or Registration Statement No.: |
| |
|
|
| |
|
|
|
(3) |
Filing Party: |
| |
|
|
| |
|
|
|
(4) |
Date Filed: |
| |
|
|
| |
|
|
Dear Fellow Stockholder:
You are cordially invited to attend your Company’s annual
meeting on Tuesday,
March 11, 2008. The meeting will begin
promptly at 9:30 a.m. local time at Copley Symphony Hall,
750 B Street,
San Diego,
California 92101. I
invite you to arrive early at 8:30 a.m. local time to
preview our product displays. We will begin the meeting with a
discussion and voting on matters set forth in the accompanying
Notice of Annual Meeting of Stockholders followed by
presentations and a report on your Company’s fiscal 2007
performance. In addition to the election of our directors
(Proposal 1) and ratification of our selection of
independent public accountants (Proposal 3), there is one
other substantive proposal on the agenda that I would like to
highlight.
Proposal 2 amends our 2006 Long-Term Incentive Plan. We
believe that offering broad-based equity compensation programs
is critical to attracting and retaining the finest people in our
industry. Employees with a stake in the future success of our
business are highly motivated to achieve long-term growth and
increase stockholder value. One of the purposes of
Proposal 2 is to provide us with a sufficient share
reserve, for the next two years, to continue to provide new
hires, as well as our existing employees with opportunities for
equity ownership in a dynamic and highly competitive employment
market. Equity compensation is a significant component of our
long-term employee compensation program because we do not offer
a defined benefit pension plan and we do not include Company
stock in our 401(k) plan. Over 99% of our regular, full-time
employees currently have stock options.
We take great pride in our accomplishments and believe that our
broad-based equity compensation programs have contributed
significantly to this success. Based on the 4-week moving
average as of
December 21, 2007,
our Company’s stock
price has increased at a compound annual growth rate of 30.74%
vs. 8.68%for the S&P 500 Index since
the Company became
publicly owned in December 1991. In each of the past nine years,
Qualcomm has been honored as one of the
“100 Best Companies
to Work for in America” by Fortune Magazine. The annual
retention rate of our employees is higher than other high
technology industry companies, according to Radford Surveys, a
leading human resources compensation survey company in the
high-tech industry.
Please review the enclosed proxy materials carefully and send in
your vote today. I look forward to seeing you in San Diego.
Your vote is very important to us. I urge you to vote
“FOR” all proposals.
Please review the enclosed proxy materials carefully and vote
today.
Sincerely,
Paul E. Jacobs
Chief Executive Officer
5775 Morehouse Drive
San Diego, California
92121-1714
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To the Stockholders of QUALCOMM Incorporated:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
of QUALCOMM Incorporated, a Delaware corporation
(
“Qualcomm” or the
“Company”), will be held
at Copley Symphony Hall, 750 B Street,
San Diego,
California 92101, on Tuesday,
March 11, 2008 at
8:30 a.m. local time for previewing product displays, and
9:30 a.m. local time for the following purposes:
|
|
| 1.
|
To elect ten directors to hold office until the next annual
stockholders’ meeting or until their respective successors
have been elected or appointed.
|
| |
| 2.
|
To approve amendments to the 2006 Long-Term Incentive Plan and
an increase in the share reserve by 115,000,000 shares.
|
| |
| 3.
|
To ratify the selection of PricewaterhouseCoopers LLP as the
Company’s independent public accountants for the
Company’s fiscal year ending September 28, 2008.
|
| |
| 4.
|
To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
|
The Board of Directors has fixed the close of business on
January 14, 2008 as the record date for the determination
of stockholders entitled to notice of and to vote at this Annual
Meeting and at any adjournment or postponement thereof.
By Order of the Board of Directors,
Donald J. Rosenberg
Executive Vice President,
General Counsel and Corporate Secretary
San Diego, California
How
You Can Vote
If you are a stockholder whose
shares are registered in your name, you may vote your shares by
one of the three following methods:
|
|
| •
|
Vote by
Internet, by going to
the web address
http://www.proxyvote.com
and following the instructions for Internet voting shown on the
enclosed proxy card.
|
| |
| •
|
Vote by
Telephone, by dialing
1-800-690-6903
and following the instructions for telephone voting shown on the
enclosed proxy card.
|
| |
| •
|
Vote by Proxy
Card, by completing,
signing, dating and mailing the enclosed proxy card in the
envelope provided. If you vote by Internet or telephone, please
do not mail your proxy card.
|
If your shares are held in
“street name” (through a broker, bank or other
nominee), you may receive a separate voting instruction form
with this Proxy Statement, or you may need to contact your
broker, bank or other nominee to determine whether you will be
able to vote electronically using the Internet or telephone.
PLEASE NOTE THAT IF YOUR SHARES ARE HELD OF RECORD BY A
BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE
MEETING, YOU WILL NOT BE PERMITTED TO VOTE IN PERSON AT THE
MEETING UNLESS YOU FIRST OBTAIN A LEGAL PROXY ISSUED IN YOUR
NAME FROM THE RECORD HOLDER.
In this document, the words “Qualcomm,”
“we,” “our,” “ours” and
“us” refer only to QUALCOMM Incorporated and not any
other person or entity.
ELECTRONIC
DELIVERY OF QUALCOMM STOCKHOLDER COMMUNICATIONS
We are pleased to offer to our stockholders the benefits and
convenience of electronic delivery of annual meeting materials,
including:
|
|
|
| |
•
|
Email delivery of the proxy statement, annual report and related
materials;
|
| |
| |
•
|
Stockholder voting on-line;
|
| |
| |
•
|
Reduction of the amount of bulky documents stockholders
receive; and
|
| |
| |
•
|
Reduction of our printing and mailing costs associated with more
traditional delivery methods.
|
We encourage you to conserve natural resources and to reduce
printing and mailing costs by signing up for electronic delivery
of Qualcomm stockholder communications.
If you are a registered stockholder, or a broker or other
nominee holds your Qualcomm shares, and you would like to
sign-up for
electronic delivery, please visit
www.icsdelivery.com/qcom/index.html to enroll. Your
electronic delivery enrollment will be effective until you
cancel it. If you have questions about electronic delivery,
please call Qualcomm Investor Relations at
858-658-4813
or send email to
ir@qualcomm.com.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
MARCH 11, 2008
Among other things, the proxy statement contains information
regarding:
|
|
|
| |
•
|
The date, time and location of the meeting;
|
| |
| |
•
|
A list of the matters being submitted to the
stockholders; and
|
| |
| |
•
|
Information concerning voting in person.
|
PROXY
STATEMENT
TABLE OF
CONTENTS
| |
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
1
|
|
|
|
|
|
2
|
|
|
|
|
|
3
|
|
|
|
|
|
5
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
|
|
|
7
|
|
|
|
|
|
8
|
|
|
|
|
|
9
|
|
|
|
|
|
18
|
|
|
|
|
|
20
|
|
|
|
|
|
22
|
|
|
|
|
|
22
|
|
|
|
|
|
23
|
|
|
|
|
|
37
|
|
|
|
|
|
38
|
|
|
|
|
|
39
|
|
|
|
|
|
40
|
|
|
|
|
|
42
|
|
|
|
|
|
42
|
|
|
|
|
|
43
|
|
|
|
|
|
45
|
|
|
|
|
|
47
|
|
|
|
|
|
48
|
|
|
|
|
|
Appendix 1
|
|
|
|
|
|
Appendix 2
|
|
QUALCOMM
INCORPORATED
5775 Morehouse Drive
San Diego, California
92121-1714
PROXY STATEMENT
FOR ANNUAL MEETING OF
STOCKHOLDERS
The enclosed proxy is solicited on behalf of the Board of
Directors or (the
“Board”) of QUALCOMM Incorporated, a
Delaware corporation (
“Qualcomm” or the
“Company”), for use at the Annual Meeting of
Stockholders to be held on Tuesday,
March 11, 2008, at
9:30 a.m. local time (the
“Annual Meeting”), or
at any adjournment or postponement thereof, for the purposes set
forth herein and in the accompanying Notice of Annual Meeting.
The Annual Meeting will be held at Copley Symphony Hall,
750 B Street,
San Diego,
California 92101. The
Company intends to mail this proxy statement and accompanying
proxy card on or about
January 22, 2008 to all stockholders
entitled to vote at the Annual Meeting.
Voting
Rights and Outstanding Shares
Only holders of record of common stock at the close of business
on
January 14, 2008 (the
“Record Date”) will be
entitled to notice of and to vote at the Annual Meeting. At the
close of business on the Record Date,
the Company had
1,616,285,181 shares of common stock outstanding and
entitled to vote.
Each holder of record of common stock on the Record Date will be
entitled to one vote for each share held on all matters to be
voted upon. If no choice is indicated on the proxy, the shares
will be voted in favor of all Proposals.
All votes will be counted by an independent inspector of
election appointed for the meeting, who will separately tabulate
affirmative and negative votes, abstentions and broker non-votes.
Broker
Non-Votes
A broker non-vote occurs when a broker submits a proxy card with
respect to shares of common stock held in a fiduciary capacity
(typically referred to as being held in “street
name”), but declines to vote on a particular matter because
the broker has not received voting instructions from the
beneficial owner. Under the rules that govern brokers who are
voting with respect to shares held in street name, brokers have
the discretion to vote those shares on routine matters, but not
on non-routine matters. Routine matters include the election of
directors and ratification of independent public accountants.
Non-routine matters include actions on stock plans.
Revocability
of Proxies
Any person giving a proxy pursuant to this solicitation has the
power to revoke it at any time before it is voted. It may be
revoked by filing with the Corporate Secretary of
the Company at
the Company’s principal executive offices, 5775 Morehouse
Drive, N-510F, San Diego, California
92121-1714,
a written notice of revocation or a duly executed proxy bearing
a later date, or it may be revoked by attending the meeting and
voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.
Solicitation
The Company will bear the entire cost of solicitation of proxies
including preparation, assembly, printing and mailing of this
proxy statement, the proxy card and any additional information
furnished to stockholders. Copies of solicitation materials will
be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of common stock
beneficially owned by others to forward to such beneficial
owners.
The Company may reimburse persons representing
beneficial owners of common stock for their costs of forwarding
solicitation materials to such beneficial owners. In addition,
the Company has retained Morrow & Company to act as a
proxy solicitor in conjunction with the meeting.
The Company has
agreed to pay that firm $12,500, plus reasonable out-of-pocket
expenses, for proxy solicitation services. Solicitation of
proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular
employees of
the Company. No additional compensation will be
paid to directors, officers or other regular employees for such
services.
Stockholder
Proposals
The deadline for submitting a stockholder proposal for inclusion
in
the Company’s proxy statement and form of proxy for the
Company’s 2009 Annual Meeting of Stockholders is
September 24, 2008. The deadline for submitting a
stockholder proposal or a nomination for director that is not to
be included in such proxy statement and proxy is also
September 24, 2008. Any such stockholder proposals must be
submitted to
the Company’s Corporate Secretary in writing
at 5775 Morehouse Drive, N-510F, San Diego, California
92121-1714.
Stockholders are also advised to review
the Company’s
bylaws, which contain additional advance notice requirements,
including requirements with respect to advance notice of
stockholder proposals and director nominations. For further
information see page 7.
Financial
Information
Attached in Appendix 1 is certain financial information
from our
Form 10-K
for the fiscal year ended
September 30, 2007 that we
originally filed with the Securities and Exchange Commission
(SEC) on
November 8, 2007. We have not undertaken any
updates or revisions to such information since the date it was
originally filed with the SEC. Accordingly, we encourage you to
review Appendix 1 together with any subsequent information
we have filed with the SEC and other publicly available
information.
ELECTION
OF DIRECTORS
The Company’s Restated
Certificate of Incorporation and
Bylaws provide that directors are to be elected at the Annual
Meeting to hold office until the next annual meeting of
stockholders, and until their respective successors are elected
and qualified. Vacancies on the Board resulting from death,
resignation, disqualification, removal or other causes may be
filled by either the affirmative vote of the holders of a
majority of the then-outstanding shares of common stock or by
the affirmative vote of a majority of the remaining directors
then in office, even if less than a quorum of the Board. Newly
created directorships resulting from any increase in the number
of directors may, unless the Board determines otherwise, be
filled only by the affirmative vote of the directors then in
office, even if less than a quorum of the Board. Any director
elected in accordance with a vacancy shall hold office for a
term expiring at the next Annual Meeting of Stockholders and
until such director’s successor shall have been elected and
qualified.
The Company’s Restated
Certificate of Incorporation
provides that the number of directors shall be fixed exclusively
by one or more resolutions adopted from time to time by the
Board. As part of its annual evaluation of its size, the Board,
upon the recommendation of its Governance Committee, has decided
to reduce the number of its members by one and, as a result, has
adopted a resolution reducing the size of the Board to ten
directors effective as of the time stockholders vote on the
election of directors at the Annual Meeting. Mr. Sacerdote
will conclude his service as a director at the 2008 Annual
Meeting; therefore, ten directors will stand for re-election at
the Annual Meeting.
If a quorum is present, the directors will be elected by a
plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the
election of directors. Abstentions and broker non-votes have no
effect on the vote. The ten candidates receiving the highest
number of affirmative votes of the shares of common stock
entitled to be voted for such directors will be elected
directors of
the Company. Shares of common stock represented by
executed proxies will be voted, if authority to do so is not
withheld, for the election of the ten nominees named below. In
the event that any nominee should be unavailable for election as
a result of an unexpected occurrence, such shares of common
stock will be voted for the election of such substitute nominee
as the Board may propose. Each person nominated for election has
agreed to serve if elected, and the Board has no reason to
believe that any nominee will be unable to serve.
2
The following table sets forth, the nominees for election at
this meeting, information with respect to their ages and
background.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Name
|
|
Position With QUALCOMM
|
|
Age
|
|
|
Since
|
|
|
|
|
Barbara T. Alexander
|
|
Director
|
|
|
59
|
|
|
|
2006
|
|
|
Donald G. Cruickshank
|
|
Director
|
|
|
65
|
|
|
|
2005
|
|
|
Raymond V. Dittamore
|
|
Director
|
|
|
64
|
|
|
|
2002
|
|
|
Irwin Mark Jacobs
|
|
Chairman of the Board
|
|
|
74
|
|
|
|
1985
|
|
|
Paul E. Jacobs
|
|
Chief Executive Officer
|
|
|
45
|
|
|
|
2005
|
|
|
Robert E. Kahn
|
|
Director
|
|
|
69
|
|
|
|
1997
|
|
|
Sherry Lansing
|
|
Director
|
|
|
63
|
|
|
|
2006
|
|
|
Duane A. Nelles
|
|
Director
|
|
|
64
|
|
|
|
1988
|
|
|
Marc I. Stern
|
|
Director
|
|
|
63
|
|
|
|
1994
|
|
|
Brent Scowcroft.
|
|
Director
|
|
|
82
|
|
|
|
1994
|
|
Set forth below is biographical information for each person
nominated and each person whose term of office as a director
will continue after the Annual Meeting.
Nominees
for Election at this Meeting
BARBARA
T. ALEXANDER
Barbara T. Alexander, age 59, became a director of the
Company in July 2006. Ms. Alexander has been an independent
consultant since February 2004. From October 1999 to January
2004, she was a senior advisor for UBS, and from January 1992 to
September 1999, she was a Managing Director of Dillon
Read & Co., Inc. Prior to joining UBS,
Ms. Alexander was a managing director in the corporate
finance department of Salomon Brothers. Ms. Alexander is
past chairman of the board of the Joint Center for Housing
Studies at Harvard University and is currently a member of that
board’s executive committee and an executive fellow of the
Joint Center for Housing Studies at Harvard University.
Ms. Alexander also serves as a director of Centex
Corporation, Harrah’s Entertainment, Inc. and Federal Home
Loan Mortgage Corporation (Freddie Mac). She is a graduate of
the University of Arkansas, Fayetteville, where she earned B.S
and M.S. degrees in theoretical mathematics.
DONALD G.
CRUICKSHANK
Sir Donald Gordon Cruickshank, age 65, has served as a
director of
the Company since June 2005. He was Chairman of
Clinovia Group Ltd. from 2004 to 2006 and Formscape Group Ltd.
from 2003 to 2006 and has been a member of the Financial
Reporting Council, the body responsible in the U.K. for
oversight of the Accountancy and Actuarial professions and for
corporate governance standards, since 2002. Sir Donald has
extensive experience in a number of areas, including European
regulation and telecommunications. His career has included
assignments at McKinsey & Co. Inc., Times Newspapers,
Virgin Group plc., Wandsworth Health Authority and the National
Health Service in Scotland. Sir Donald served as Chairman of the
London Stock Exchange plc. from 2000 to 2003 and as Director
General of the U.K.’s Office of Telecommunications (Oftel)
from 1993 to 1998. From 1997 to 2000, he served as Chairman of
Action 2000, the U.K.’s Millennium Bug campaign. In 1998,
Chancellor Gordon Brown appointed him as Chairman of the
Government’s Review of the U.K. banking sector, and from
1999 to 2004, he served as Chairman of SMG plc. one of
Scotland’s leading broadcasters. Sir Donald is a member of
the Institute of Chartered Accountants of Scotland and has
received M.A. and L.L.D. degrees from the University of Aberdeen
and a M.B.A. degree from Manchester Business School.
RAYMOND
V. DITTAMORE
Raymond V. Dittamore, age 64, has served as a director of
the Company since December 2002. Mr. Dittamore is a retired
audit partner of Ernst & Young LLP, an international
accounting firm. Mr. Dittamore retired in 2001 after
35 years of service with that firm, including 14 years
as the managing partner of the firm’s San Diego
office.
3
Mr. Dittamore is also a director of Invitrogen Corporation,
Gen-Probe Incorporated and Digirad Corporation.
Mr. Dittamore received a B.S. degree from San Diego
State University.
IRWIN
MARK JACOBS
Irwin Mark Jacobs, age 74, one of the founders of the
Company, has served as Chairman of the Board of Directors since
it began operations in July 1985. He also served as Chief
Executive Officer of
the Company from July 1985 to June 2005.
Dr. Jacobs received a B.S. degree in Electrical Engineering
from Cornell University and M.S. and Sc.D. degrees from the
Massachusetts Institute of Technology. Dr. Jacobs is a
member of the National Academy of Engineering and the American
Academy of Arts and Sciences and was awarded the National Medal
of Technology in 1994. Dr. Irwin Jacobs is the father of
Dr. Paul Jacobs, our Chief Executive Officer, and Jeffrey
A. Jacobs, President of Qualcomm Global Development.
PAUL E.
JACOBS
Paul E. Jacobs, age 45, has served as a director since June
2005 and as
the Company’s Chief Executive Officer since
July 2005. He served as Group President of the Qualcomm
Wireless & Internet Group from July 2001 to June 2005.
In addition, he served as an Executive Vice President from
February 2000 to June 2005. Dr. Jacobs holds a B.S. degree
in Electrical Engineering and Computer Science, a M.S. degree in
Electrical Engineering and a Ph.D. degree in Electrical
Engineering and Computer Science from the University of
California, Berkeley. Dr. Paul Jacobs is the son of
Dr. Irwin Mark Jacobs, Chairman of Qualcomm’s Board,
and the brother of Jeffrey A. Jacobs, President of Qualcomm
Global Development.
ROBERT E.
KAHN
Robert E. Kahn, age 69, became a director of
the Company in
February 1997. Dr. Kahn is chairman, chief executive
officer and president of the Corporation for National Research
Initiatives (CNRI), which he founded in 1986. From 1972 to 1985,
Dr. Kahn was employed at the U.S. Defense Advanced
Research Projects Agency, where his last position was director
of the Information Processing Techniques Office. From 1966 to
1972, Dr. Kahn was a senior scientist with Bolt Beranek and
Newman, where he was responsible for the system design of the
Arpanet, the first packet switched network. Dr. Kahn
received numerous awards for his pioneering work on the Internet
for which he received the 1997 National Medal of Technology and
the 2005 Presidential Medal of Freedom. Dr. Kahn received a
B.E.E. degree from the City College of New York and M.A. and
Ph.D. degrees from Princeton University. Dr. Kahn holds
numerous honorary degrees and is a member of the National
Academy of Engineering and an Inductee of the National Inventors
Hall of Fame.
SHERRY
LANSING
Sherry Lansing, age 63, became a director of
the Company in
September 2006. Ms. Lansing is the founder and chair of the
Sherry Lansing Foundation, a philanthropic organization focusing
on cancer research, health and education. From 1992 to 2005, she
was the chair of the Motion Picture Group of Paramount Pictures
where she oversaw the release of more than 200 films, including
Academy
Award
®
winners Forrest Gump, Braveheart and Titanic. From 1984 to 1990,
she operated her own production company, Lansing Productions and
co-founded Jaffe/Lansing Productions. In 1980, she became the
film industry’s first female to oversee all aspects of a
studio’s motion picture production when she was appointed
president of production at 20th Century Fox. She holds
additional trustee, chair and advisory positions with the
Friends of Cancer Research, the American Association of Cancer
Research, the American Red Cross Board of Governors, the Carter
Center and Stop Cancer, a non-profit philanthropic group she
founded in partnership with Dr. Armand Hammer.
Ms. Lansing also is a regent of the University of
California and serves as chair of the University Health Services
Committee. She has earned the Woodrow Wilson Award for Corporate
Citizenship, the Distinguished Community Service Award from
Brandeis University, the Alfred P. Sloan, Jr. Memorial
Award, the Horatio Alger Humanitarian Award and an honorary
doctorate in fine arts from the American Film Institute. She
received her B.S. degree from Northwestern University.
4
DUANE A.
NELLES
Duane A. Nelles, age 64, a certified public accountant,
became a director of
the Company in August 1988. Mr. Nelles
has been in the personal investment business since 1987. Prior
to that time, Mr. Nelles was a partner in the international
public accounting firm of Coopers & Lybrand, LLP,
which he joined in 1968. He received a B.A. degree from
Albion College and a M.B.A. degree from the University of
Michigan.
MARC I.
STERN
Marc I. Stern, age 63, became a director of
the Company in
February 1994. Mr. Stern is a member of the Management
Committee of Société Générale Group and the
Chairman of Société Générale’s Global
Investment Management and Services (GIMS) North America unit.
Prior to his appointment as Chairman of GIMS North America
in September 2005, Mr. Stern served as president and a
director of The TCW Group Inc. (TCW), an asset management firm
based in Los Angeles. Société Générale
acquired majority control of TCW in 2001. In addition to his
role at GIMS, Mr. Stern is Vice Chairman of TCW. From 1988
to 1990, Mr. Stern served as president and a director of
SunAmerica, Inc., a financial services company. Prior to joining
SunAmerica, Mr. Stern was managing director and chief
administrative officer of The Henley Group, Inc., a diversified
manufacturing company, and prior thereto was senior vice
president of Allied-Signal Inc., a diversified manufacturing
company. Mr. Stern is also a director of TCW Funds, Inc., a
registered investment company. Mr. Stern received a B.A.
degree from Dickinson College, a M.A. degree from the Columbia
University Graduate School of Public Law and Government and a
J.D. degree from the Columbia University School of Law.
BRENT
SCOWCROFT
Brent Scowcroft, age 82, became a director of
the Company
in December 1994. General Scowcroft is the president of The
Scowcroft Group, Inc., an international business consulting firm
he founded in June 1994. General Scowcroft is also the president
of The Forum for International Policy, a non-profit organization
he founded in 1993 that promotes American leadership and foreign
policy. General Scowcroft served as Assistant to the President
for National Security Affairs for President George H.W. Bush
from January 1989 until January 1993; he also held that position
for President Ford during his term. A retired U.S. Air
Force lieutenant general, General Scowcroft served in numerous
national security posts in the Pentagon and the White House
prior to his appointments as Assistant to the President for
National Security Affairs. General Scowcroft received a B.S.
degree from West Point and M.A. and Ph.D. degrees from Columbia
University and holds numerous honorary degrees.
Required
Vote and Board Recommendation
If a quorum is present and voting, the ten nominees for director
receiving the highest number of votes will be elected as
directors. Abstentions and broker non-votes will each be counted
as present for purposes of determining the presence of a quorum,
but will not have any effect on the outcome of the vote.
THE BOARD
RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NAMED
NOMINEE.
The Company has adopted a code of ethics that applies to all
Qualcomm employees, including employees of Qualcomm’s
subsidiaries, as well as each member of the Board. The code of
ethics is available on our
website at
www.qualcomm.com
under the
“Corporate Governance” section under
“Investor Relations.” To date, there have not been any
waivers by
the Company of the code of ethics. Any amendments to,
or waivers under, the code of ethics which are required to be
disclosed by the rules of the Securities Exchange Commission
(
“SEC”) will be disclosed on our
website at
www.qualcomm.com under the
“Corporate
Governance” section under
“Investor Relations.”
5
Board
Committees, Meetings and Attendance
During the fiscal year ended
September 30, 2007, the Board
held nine meetings. Board agendas include regularly scheduled
sessions for the independent directors to meet without
management present, and the Board’s presiding independent
director leads those sessions. Peter M. Sacerdote, who will
conclude his service from the Board at the 2008 Annual Meeting,
has acted as the Board’s presiding independent director
since the Board meeting immediately following the 2007
Stockholders’ Meeting. The Board delegates various
responsibilities and authority to different Board committees.
Committees regularly report on their activities and actions to
the full Board. The Board’s current standing committees
are: Audit, Compensation, Governance, Finance and Strategic
Committees. Committee assignments are re-evaluated annually and
approved by the Board at its annual meeting that follows the
Annual Meeting of Stockholders in February or March of each
year. Each Committee acts according to a written charter
approved by the Board. Copies of each charter can be found on
our
website at
www.qualcomm.com as follows:
The Audit Committee. The Audit Committee meets
at least quarterly with our management and independent public
accountants to, among other things, review the results of the
annual audit and quarterly reviews, discuss the financial
statements, select and engage the independent public
accountants, assess the adequacy of
the Company’s staff,
management performance and procedures in connection with
financial controls and receive and consider comments as to
internal controls. At the beginning of fiscal 2007, the Audit
Committee was composed of Messrs. Nelles (Committee Chair)
and Dittamore, Ms. Alexander and Dr. Richard Atkinson
and met nine times during the fiscal year. In March 2007,
Dr. Atkinson retired from the Board. The Board has
determined that all current members are audit committee
financial experts as defined by SEC rules. All of the members of
the Audit Committee are independent directors within the meaning
of Rule 4200 of the National Association of Securities
Dealers, Inc. (
“NASD”) and SEC
Rule 10A-3(b)(1)(ii).
With respect to the determination of independence of
Mr. Nelles under NASD Rule 4200, the Board considered
the employment by
the Company of Mr. Nelles’ two sons
in non-executive officer positions that did not involve key
strategic roles, as described below under the heading
“Certain Relationships and Related Person
Transactions.” The Board also considered
Mr. Nelles’ track record of decision-making and
determined that the employment of Mr. Nelles’ sons had
not interfered and would not interfere with the exercise of
Mr. Nelles’ independent judgment in carrying out his
duties as a director.
The Compensation Committee. The Compensation
Committee makes recommendations concerning salaries and
incentive compensation, administers and approves stock offerings
under our 1996 Non-Qualified Employee Stock Purchase Plan and
the 2001 Employee Stock Purchase Plan (collectively, the
“Employee Stock Purchase Plans”), administers our 1991
Stock Option Plan, 2001 Stock Option Plan and 2006 Long-Term
Incentive Plan (collectively, the “Stock Option
Plans”) and otherwise determines compensation levels for
the Chief Executive Officer, the Named Executive Officers (as
listed in the Summary Compensation Table), the directors and
other key employees and performs such other functions regarding
compensation as the Board may delegate. At the beginning of
fiscal 2007, the Compensation Committee was composed of
Messrs. Dittamore (Committee Chair) and Stern, General
Scowcroft and Dr. Atkinson. In March 2007,
Dr. Atkinson retired from the Board. The Compensation
Committee met eight times during the 2007 fiscal year. All of
the members of the Compensation Committee are independent
directors within the meaning of Rule 4200 of the NASD and
outside directors within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended.
The Governance Committee. The Governance
Committee reviews, approves and oversees various corporate
governance related policies and procedures applicable to the
Company. The Committee also reviews and evaluates the
effectiveness of our executive development and succession
planning processes and provides active leadership and oversight
with respect to these processes. In addition, the Committee
evaluates and recommends nominees for membership on our Board
and its committees. At the beginning of fiscal 2007, the
Governance Committee was
6
composed of Messrs. Stern (Committee Chair) and Sacerdote,
Sir Donald Cruickshank and Ms. Lansing. During the fiscal
year, Ms. Alexander joined the Governance Committee. The
Governance Committee met six times during the 2007 fiscal year.
All of the members of the Governance Committee are independent
directors within the meaning of Rule 4200 of the NASD.
The Finance Committee. The Finance Committee
reviews our financial position, cash management, dividend and
stock repurchase programs, securities issuances, acquisitions
and other major strategic investment decisions. At the beginning
of fiscal 2007, the Finance Committee was composed of
Messrs. Sacerdote (Committee Chair), Nelles and Richard
Sulpizio, Ms. Adelia Coffman and Ambassador Diana Lady
Dougan. In March 2007, Ms. Coffman and Ambassador Dougan
retired from the Board and Drs. Paul Jacobs and Robert Kahn
joined the Finance Committee. The Finance Committee met five
times during the 2007 fiscal year.
The Strategic Committee. The Strategic
Committee monitors the development and implementation of our
business and research and development strategies. It works with
management in identifying and developing Board focus on issues
and recommendations which will further our long and short term
strategic planning. At the beginning of fiscal 2007, the
Strategic Committee was composed of Drs. Irwin Jacobs
(Committee Chair), Paul Jacobs and Robert Kahn, Ambassador
Dougan, Mr. Sulpizio and General Scowcroft. In March 2007,
Ambassador Dougan and Mr. Sulpizio retired from the Board
and Sir Donald Cruickshank joined the Strategic Committee. The
Strategic Committee met three times during the 2007 fiscal year.
During the fiscal year ended
September 30, 2007, each Board
member attended at least 75% of the aggregate of the meetings of
the Board, and of the committees on which he or she served or
held during the period for which he or she was a Board or
Committee member, respectively.
Our
Bylaws contain provisions which address the process by which
a stockholder may nominate an individual to stand for election
to the Board at our Annual Meeting of Stockholders. The Board
has also adopted a formal policy concerning stockholder
recommendations of Board candidates to the Governance Committee.
This policy is set forth in our Corporate Governance Principles
and Practices, which is available on our
website at
www.qualcomm.com under the
“Corporate
Governance” section of
“Investor Relations.”
Under this policy the Governance Committee will review a
reasonable number of candidates recommended by a single
stockholder who has held over 1% of our stock for over one year
and who satisfies the notice, information and consent
requirements set forth in our
Bylaws. To recommend a nominee for
election to the Board, a stockholder must submit his or her
recommendation to the Corporate Secretary at our corporate
offices at 5775 Morehouse Drive, N-510F, San Diego,
California
92121-1714.
A stockholder’s recommendation must be received by us prior
to the date set forth above under
“Stockholder
Proposals.” A stockholder’s recommendation must be
accompanied by the information with respect to stockholder
nominees as specified in the
Bylaws, including among other
things, the name, age, address and occupation of the recommended
person, the proposing stockholder’s name and address and
the number of shares beneficially owned by the stockholder. The
proposing stockholder must also provide evidence of owning the
requisite number of shares of Company stock for over one year.
Candidates so recommended will be reviewed using the same
process and standards for reviewing Governance Committee
recommended candidates.
In evaluating director nominees, the Governance Committee
considers the following factors:
|
|
|
| |
•
|
The appropriate size of the Board;
|
| |
| |
•
|
The needs of the Company with respect to the particular talents
and experience of its directors;
|
| |
| |
•
|
The knowledge, skills and experience of nominees, including
experience in technology, business, finance, administration or
public service, in light of prevailing business conditions, and
the knowledge, skills and experience already possessed by other
members of the Board;
|
| |
| |
•
|
Familiarity with national and international business matters;
|
| |
| |
•
|
Experience in political affairs;
|
| |
| |
•
|
Experience with accounting rules and practices;
|
7
|
|
|
| |
•
|
Appreciation of the relationship of our business to the changing
needs of society;
|
| |
| |
•
|
The nominee’s other commitments, including the other boards
on which a nominee serves; and
|
| |
| |
•
|
The desire to balance the considerable benefit of continuity
with the periodic injection of the fresh perspective provided by
new members.
|
The Governance Committee’s goal is to assemble a Board that
brings to us a variety of perspectives and skills derived from
high quality business and professional experience. In doing so,
the Governance Committee also considers candidates with
appropriate non-business backgrounds.
Other than the foregoing, there are no stated minimum criteria
for director nominees, although the Governance Committee may
also consider such other factors as it may deem are in the best
interests of us and our stockholders. The Governance Committee
does, however, believe it appropriate for at least one, and
preferably several, members of the Board to meet the criteria
for an
“audit committee financial expert” as defined
by SEC rules, and that a majority of the members of the Board
meet the definition of
“independent director” under
NASD rules. The Governance Committee also believes it is in the
stockholders’ best interest for certain key members of our
current and former management to participate as members of the
Board. The Governance Committee identifies nominees by first
evaluating the current members of the Board willing to continue
in service. Current members of the Board with skills and
experience that are relevant to our business and who are willing
to continue in service are considered for re-nomination,
balancing the value of continuity of service by existing members
of the Board with that of obtaining a new perspective. If any
member of the Board does not wish to continue in service or if
the Governance Committee or the Board decides not to re-nominate
a member for re-election, the Governance Committee identifies
the desired skills and experience of a new nominee based on the
criteria above. Current members of the Governance Committee and
Board are polled for suggestions as to individuals meeting the
criteria of the Governance Committee. Research may also be
performed to identify qualified individuals.
The Company has, in
the past, engaged a third party to identify and evaluate
potential nominees.
Majority
Voting, Stock Ownership Guidelines and Other Matters
We adopted a
“Majority Voting” policy as a part of our
Corporate Governance Principles and Practices. Under this
policy, if a director receives in an uncontested election a
greater number of
“withhold” votes than votes cast
“for” his or her election, the Governance Committee
will undertake a prompt evaluation of the appropriateness of the
director’s continued service on the Board. In performing
this evaluation, the Governance Committee will review all
factors it deems relevant, including the stated reasons why
votes were withheld, the director’s length of service, his
or her past contributions to
the Company and the availability of
other qualified candidates. The Governance Committee will then
make its recommendation to the Board. The Board will review the
Governance Committee’s recommendation and consider such
further factors and information as it deems relevant. Under this
policy, the Governance Committee will make its recommendation,
and the Board will act on the Governance Committee’s
recommendation no later than 90 days following the date of
the stockholders’ meeting. If the Board determines remedial
action is appropriate, the director shall promptly take whatever
action is requested by the Board. If the director does not
promptly take the recommended remedial action or if the Board
determines that immediate resignation is in the best interests
of
the Company and its stockholders, the director shall promptly
tender his or her resignation upon request from the Board. We
will publicly disclose the Board’s decision within four
business days by filing a Current Report on
Form 8-K
with the SEC, providing an explanation of the process by which
the decision was reached, and, if applicable, the reason for not
requesting the director’s resignation. The director in
question will not participate in the Governance Committee’s
or the Board’s analysis.
In 2006, we adopted stock ownership guidelines for our
non-employee directors and executive officers to help ensure
that they each maintain an equity stake in
the Company, and by
doing so, appropriately link their interests with those of the
other stockholders. The guideline for executive officers is
based on a multiple of the executive’s base salary, ranging
from two to five times, with the size of the multiple based on
the individual’s position. Only shares actually owned (as
shares or as deferred units) count towards the requirement.
Executives are required to achieve these stock ownership levels
within five years of becoming an executive, or (in the case of
persons who were executive officers at the time these guidelines
were adopted) by September 2011. For non-employee directors, the
guideline is three times the annual cash retainer for Board
service. Non-employee directors are required to achieve
8
this ownership level within five years of joining the Board, or
(in the case of non-employee directors serving on the Board at
the time the guidelines were adopted) by September 2011. In
addition to the preceding ownership guidelines, all directors
are expected to own shares of
the Company’s common stock
within one year of joining the Board.
Communications
with Directors
We have adopted a formal process for stockholder communications
with the Board. This process is also set forth in our Corporate
Governance Principles and Practices. Stockholders who wish to
communicate to the Board should do so in writing to the
following address:
[Name of Director(s) or Board of Directors]
Qualcomm Incorporated
Attn: General Counsel
5775 Morehouse Drive, N-510F
San Diego, California
92121-1714
Our General Counsel logs all such communications and forwards
those not deemed frivolous, threatening or otherwise
inappropriate to the Chair of the Governance Committee for
distribution.
Annual
Meeting Attendance
The Company’s Corporate Governance Principles and Practices
sets forth a policy on director attendance at annual meetings.
Directors are encouraged to attend absent unavoidable conflicts.
All of the then-sitting directors attended
the Company’s
last annual meeting except for Messrs. Sacerdote, Stern and
Sulpizio.
Director
Independence
The Board has determined that, except as noted below, all of the
members of the Board are
“independent directors”
within the meaning of Rule 4200 of the NASD. Dr. Irwin
Mark Jacobs and Dr. Paul E. Jacobs are not considered
independent because both are employed by
the Company as
executive officers, and Dr. Irwin Mark Jacobs’ son and
Dr. Paul E. Jacobs’ brother Jeffrey A. Jacobs is the
President of Qualcomm Global Development and an executive
officer.
PROPOSAL 2
APPROVAL OF AMENDMENTS TO
THE 2006 LONG-TERM INCENTIVE PLAN AND
THE INCREASE IN THE SHARE RESERVE BY 115,000,000
SHARES
On
March 7, 2006, the stockholders approved our 2006
Long-Term Incentive Plan (the
“2006 LTIP”). The 2006
LTIP is a restatement of our 2001 Stock Option Plan and the
successor to the 1991 Stock Option Plan, the 2001 Non-Employee
Directors’ Stock Option Plan, and their predecessors. The
2006 LTIP also serves as the source of shares for the Executive
Retirement Matching Contribution Plan (
“the Match
Plan”).
The Board of Directors has adopted the following amendments to
the 2006 LTIP which require stockholder approval.
|
|
|
| |
1.
|
Increase the maximum number of shares that we may issue under
the 2006 LTIP from 290,284,432 shares to
405,284,432 shares, which will enable us to continue to
grant awards to deserving individuals and remain competitive
with our industry peers, and make a corresponding change in the
ratio that we use to count awards other than stock options and
stock appreciation rights under the 2006 LTIP from a 2:1 ratio,
meaning that an award of 15 shares decreases the number of
shares available for issuance under the 2006 LTIP by
30 shares, to a 3:1 ratio, meaning that an award of
15 shares would decrease the shares available for issuance
under the 2006 LTIP by 45 shares.
|
9
|
|
|
| |
2.
|
Increase the maximum annual award limit for performance units,
which are cash awards |
