(Address
of principal executive offices including zip code)
i(408)
i433-8000
(
Registrant’s telephone number, including area code)
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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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 Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
iCommon Stock, $0.001 par value
iAVGO
iThe
NASDAQ Global Select Market
i8.00% Mandatory Convertible Preferred Stock, Series A, $0.001 par value
iAVGOP
iThe
NASDAQ 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 i☐
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.
(e) As
described in Item 5.07 below, at the 2021 Annual Meeting of Stockholders of Broadcom Inc. ("Broadcom") held on April 5, 2021 (the "2021 Annual Meeting"), Broadcom stockholders approved the amendment and restatement of Broadcom's 2012 Stock Incentive Plan (the "Amended 2012 Plan"). The Board of Directors of Broadcom had previously approved the Amended 2012 Plan on February 5, 2021, subject to stockholder approval. All executive officers of Broadcom are eligible to participate in the Amended 2012 Plan.
As previously disclosed in the Current Report on Form 8-K filed by Broadcom on December 10, 2020 (the "December 2020 Form 8-K"), each of Mr. Hock E. Tan (Broadcom's President and Chief Executive Officer), Dr. Charlie B. Kawwas (Broadcom's Chief Operating
Officer), and Mr. Thomas H. Krause, Jr. (Broadcom's President, Infrastructure Software Group) was awarded long-term equity incentive awards (collectively, the “Contingent Equity Awards”), contingent upon the approval of the Amended 2012 Plan at the 2021 Annual Meeting. As a result of the approval of the Amended 2012 Plan, the Contingent Equity Awards have been awarded to Messrs. Tan and Krause and Dr. Kawwas, the terms of which were disclosed in the December 2020 Form 8-K and our Definitive Proxy Statement on Schedule 14A filed on February 19, 2021 and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The holders of Broadcom's shares of common stock voted on the following matters at the 2021 Annual
Meeting:
(1)To elect nine director nominees named in the Proxy Statement for the next year;
(2)To ratify the appointment of PricewaterhouseCoopers LLP to serve as Broadcom's independent registered public accounting firm for the fiscal year ending October 31, 2021;
(3)To approve an amendment and restatement of Broadcom's 2012 Stock Incentive Plan; and
(4)To hold an advisory vote to approve the compensation of Broadcom's named executive officers.
For each of these proposals a quorum was present. Each of the director nominees was elected and each of proposals 2, 3 and 4 was approved
by Broadcom's common stockholders.
The votes cast in connection with such matters were as follows:
(1)Election of director nominees:
Name
For
Against
Abstain
Broker
Non-Votes
Diane M. Bryant
328,884,236
1,385,351
1,292,965
29,242,923
Gayla J. Delly
328,827,065
1,445,907
1,289,580
29,242,923
Raul
J. Fernandez
327,261,119
2,853,055
1,448,378
29,242,923
Eddy W. Hartenstein
300,470,932
29,795,056
1,296,564
29,242,923
Check
Kian Low
328,629,201
1,632,745
1,300,606
29,242,923
Justine F. Page
328,866,300
1,410,646
1,285,606
29,242,923
Henry Samueli
327,232,150
3,074,273
1,256,129
29,242,923
Hock
E. Tan
329,797,992
520,587
1,243,973
29,242,923
Harry L. You
327,965,821
2,317,112
1,279,619
29,242,923
(2) Ratify the appointment
of PricewaterhouseCoopers LLP:
For
Against
Abstain
Broker Non-Votes
357,456,502
1,979,068
1,369,905
0
(3) Approve
an amendment and restatement of Broadcom's 2012 Stock Incentive Plan:
For
Against
Abstain
Broker Non-Votes
251,298,200
78,916,062
1,348,290
29,242,923
(4) Advisory
vote to approve the compensation of Broadcom's named executive officers:
For
Against
Abstain
Broker Non-Votes
315,765,407
14,110,449
1,686,696
29,242,923
Item
9.01 Financial Statements and Exhibits.
Exhibit No.
Description
104
Cover Page Interactive Data File (formatted as Inline XBRL).
SIGNATURE
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.