(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:
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, par value $0.25 per share
iSWKS
iNasdaq 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.
At the annual meeting of stockholders of Skyworks Solutions, Inc. (the “Company”), held on iMay 12, 2021 (the “Annual Meeting”), the Company’s stockholders approved the Amended and Restated 2015 Long-Term Incentive Plan (the “Amended and Restated Plan”), which had previously been adopted by the Company’s Board of Directors
subject to stockholder approval.
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 five 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, Timothy R. Furey, Liam K. Griffin, Christine King, David P. McGlade, Robert A. Schriesheim, and Kimberly S. Stevenson 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:
Nominees
Votes For
Votes Against
Votes
Abstain
Broker Non-Votes
Alan S. Batey
111,819,943
4,295,450
204,763
19,174,598
Kevin L. Beebe
93,472,748
22,648,298
199,110
19,174,598
Timothy R. Furey
106,250,516
9,866,651
202,989
19,174,598
Liam
K. Griffin
113,553,287
2,574,343
192,526
19,174,598
Christine King
95,660,431
20,474,301
185,424
19,174,598
David P. McGlade
92,968,253
23,150,972
200,931
19,174,598
Robert
A. Schriesheim
94,232,731
21,882,058
205,367
19,174,598
Kimberly S. Stevenson
108,921,025
7,218,892
180,239
19,174,598
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 2021 fiscal year.
Votes For
Votes Against
Votes Abstain
Broker
Non-Votes
133,534,365
1,790,969
169,420
0
3. The Company’s stockholders did not approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
Votes
For
Votes Against
Votes Abstain
Broker Non-Votes
25,841,083
90,175,737
303,336
19,174,598
4. The Company’s stockholders voted to approve the Company’s Amended and Restated 2015 Long-Term Incentive Plan.
Votes
For
Votes Against
Votes Abstain
Broker Non-Votes
107,016,412
9,000,226
303,518
19,174,598
5. The Company’s stockholders voted to approve a stockholder proposal regarding supermajority voting provisions.
Votes
For
Votes Against
Votes Abstain
Broker Non-Votes
110,330,293
3,506,699
1,752,962
19,889,339
The Company regularly conducts outreach to its stockholders to understand their perspectives and intends to conduct additional outreach to its stockholders in the coming months regarding the outcome of the advisory vote on the compensation of the
Company’s named executive officers. The Board of Directors and its committees value the opinions expressed by the Company’s stockholders and will consider the voting results detailed above, as well as feedback obtained through stockholder engagement efforts, in making future decisions regarding corporate governance and executive compensation matters.
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 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.