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 11, 2016

Skyworks Solutions, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 781-376-3000

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:

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

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

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

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

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

(b)

On May 12, 2016, the Board of Directors of Skyworks Solutions, Inc. (the “Company”) announced that David J. Aldrich has chosen to retire from his position as Chief Executive Officer of the Company effective as of May 11, 2016. The Board of Directors also appointed Mr. Aldrich as its Executive Chairman effective as of May 11, 2016. In his role as Executive Chairman, Mr. Aldrich will continue to be employed as an executive of the Company.

(c)

The Board of Directors also appointed Liam K. Griffin as Chief Executive Officer, effective as of May 11, 2016. Mr. Griffin, 49, has served 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.

(d)

The Board of Directors increased the size of the Board of Directors from eight to nine and appointed Mr. Griffin as a director, effective May 11, 2016, with his term expiring at the Company’s 2017 annual meeting of stockholders. Mr. Griffin will not receive separate compensation for services rendered as a director and will not serve on any committees of the Board of Directors.

A copy of the Company’s press release announcing these changes is attached to this report as Exhibit 99.1.

(e)

Agreement with David J. Aldrich

On May 11, 2016, in connection with the transition of Mr. Aldrich from Chief Executive Officer to Executive Chairman of the Company, the Company entered into a Second Amended and Restated Change of Control / Severance Agreement with Mr. Aldrich (the “Aldrich Agreement”), which is effective as of May 11, 2016.

The Aldrich Agreement sets out severance benefits that become payable if, while employed by the Company, other than following a change of control, Mr. Aldrich either (i) is terminated without cause or (ii) terminates his employment for good reason. The severance benefits provided to Mr. Aldrich under either of these circumstances will consist of: (i) a lump-sum payment equal to two times the sum of (A) his then-current annual base salary and (B) the Bonus Amount (as defined below); and (ii) full acceleration of the vesting of all of Mr. Aldrich’s outstanding stock options, which stock options will become exercisable for a period of two years after the termination date (but not beyond the expiration of their respective maximum terms), full acceleration of the vesting of all outstanding restricted stock awards, and the right to receive the number of performance shares that he would have earned had he remained employed through the end of the applicable performance period.  The Bonus Amount is an amount equal to the greater of (x) the average short-term cash incentive awards received for the three years prior to the year in which the termination occurs and (y) the target annual short-term cash incentive award for the year in which the termination occurs.

The Aldrich Agreement also sets out severance benefits that become payable if (i) within two years after a change of control, Mr. Aldrich either (A) is terminated without cause or (B) terminates his employment for good reason, or (ii) the term of the Aldrich Agreement expires within 90 days following a change of control. The severance benefits provided to Mr. Aldrich in such circumstances will consist of: (i) a lump-sum payment equal to two and one-half times the sum of (A) his annual base salary immediately prior to the change of control and (B) the CIC Bonus Amount (as defined below); (ii) Mr. Aldrich’s then-outstanding stock options will become exercisable for a period of 30 months after the termination date (but not beyond the expiration of their respective maximum terms); and (iii) provided he is eligible for and timely elects to continue receiving group medical coverage, COBRA continuation for Mr. Aldrich and his eligible dependents for a period of 18 months after the termination (“COBRA continuation”).  Additionally, except as may otherwise be provided in an award agreement documenting an award made under the Company’s 2015 Long Term Incentive Plan (the “2015 Plan”) with respect to a change in control (as that term is defined in the 2015 Plan), in the event of a change of control, the Aldrich Agreement provides for full acceleration of the vesting of all of Mr. Aldrich’s then-outstanding stock options and restricted stock awards and partial acceleration of any outstanding performance share awards.  The CIC Bonus Amount is an amount equal to the greater of (x) the average short-term cash incentive awards received for the three years prior to the year in which the

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change of control occurs and (y) the target annual short-term cash incentive award for the year in which the change of control occurs.

The Aldrich Agreement also sets out the benefits that become payable upon the earlier of the expiration of the term of the Aldrich Agreement (including an early expiration of the term that occurs following the Company’s 2017 annual meeting of stockholders by mutual agreement of the Company and Mr. Aldrich) or Mr. Aldrich’s death or disability, provided that Mr. Aldrich does not voluntarily terminate his employment with the Company before the date on which the Company’s 2017 annual meeting of stockholders occurs. The benefits provided to Mr. Aldrich under these circumstances will consist of: (i) a lump-sum payment equal to one times the sum of (A) his then-current annual base salary and (B) the Bonus Amount; (ii) full acceleration of the vesting of all of Mr. Aldrich’s outstanding stock options, which stock options will become exercisable for a period of two years after the termination date (but not beyond the expiration of their respective maximum terms), full acceleration of the vesting of all outstanding restricted stock awards, and the right to receive the number of performance shares that he would have earned had he remained employed through the end of the applicable performance period (provided that such acceleration shall only apply to a pro-rated portion of any awards granted to Mr. Aldrich in the final fiscal year of the term of the Aldrich Agreement, based on the number of days he performed services for the Company in such fiscal year); (iii) COBRA continuation for a period of 18 months after the termination; and (iv) payment of his annual short-term incentive award for the fiscal year in which termination occurs, based on the achievement of any and all applicable performance milestones determined by the Company’s Board of Directors in accordance with the terms of the applicable executive bonus plan and prorated based on the number of days he performed services for the Company in such fiscal year.

The Aldrich Agreement sets Mr. Aldrich’s annual base salary at $800,000. Mr. Aldrich will be eligible to participate in any fiscal year executive incentive plan adopted by the Company during the term of the agreement. His annual cash bonus opportunity (i) under the Company’s Fiscal Year 2016 Executive Incentive Plan (the “FY 2016 EIP”) shall remain in effect for the 2016 fiscal year, and (ii) under any executive bonus plan adopted by the Company for any other fiscal year during the term of the Aldrich Agreement shall be the same as the annual cash bonus opportunity for the Company’s then-Chief Executive Officer.  The Aldrich Agreement also provides that Mr. Aldrich will be eligible to receive an annual award of stock options and performance shares in each fiscal year during the term of the Aldrich Agreement at the same time as annual equity awards are made to the Company’s executives, in each case, in such amount as is equal to 90% of any such award made by the Company to the Company’s then-Chief Executive Officer.

The Aldrich Agreement has an initial term that lasts until the date on which the Company’s 2018 annual meeting of stockholders occurs and that automatically extends until the date on which the Company’s 2019 annual meeting of stockholders occurs, unless either the Company or Mr. Aldrich timely provides a notice of non-renewal to the other. Additionally, the Aldrich Agreement requires that Mr. Aldrich sign a release of claims in favor of the Company before he is eligible to receive any benefits under the Aldrich Agreement and the Aldrich Agreement contains non-compete and non-solicitation provisions applicable to Mr. Aldrich while he is employed by the Company and for 24 months following the termination of his employment.

Agreement with Liam K. Griffin

On May 11, 2016, in connection with the appointment of Mr. Griffin as Chief Executive Officer, the Company entered into an Amended and Restated Change in Control / Severance Agreement with Mr. Griffin (the “Griffin Agreement”), which is effective as of May 11, 2016.

The Griffin Agreement sets out severance benefits that become payable if, while employed by the Company, other than following a change in control, Mr. Griffin either (i) is terminated without cause or (ii) terminates his employment for good reason. The severance benefits provided to Mr. Griffin under either of these circumstances will consist of: (i) a lump-sum payment equal to two times the sum of (A) his then-current annual base salary immediately prior to such termination and (B) the Bonus Payment; (ii) full acceleration of the vesting of all of Mr. Griffin’s outstanding stock options, which stock options will become exercisable for a period of two years after the termination date (but not beyond the expiration of their respective maximum terms), full acceleration of the vesting

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In connection with Mr. Griffin’s appointment as Chief Executive Officer, he also received a restricted stock unit award for 26,000 shares of the Company’s common stock and a stock option to purchase 73,000 shares of the Company’s common stock. Both awards were granted on May 11, 2016 and will vest in equal annual installments over a four-year period measured from the grant date. The stock option has an exercise price of $64.59 per share, which was equal to the closing price on the NASDAQ Global Select Market on such grant date. The awards were made under the Company’s 2015 Long-Term Incentive Plan and are evidenced by the Company’s forms of Restricted Stock Unit Agreement and Nonstatutory Stock Option Agreement, respectively, previously approved by the Compensation Committee of the Board of Directors and filed with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed on the Exhibit Index hereto is filed as part of this Current Report on Form 8-K.

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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.

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EXHIBIT INDEX

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Exhibit 99.1

Skyworks Names Liam K. Griffin as CEO;

David J. Aldrich to Become Executive Chairman

Multi-Year Succession Plan Effective Post Annual Stockholder Meeting

WOBURN, Mass., May 12, 2016 — Skyworks Solutions, Inc. (NASDAQ: SWKS), an innovator of high performance analog semiconductors connecting people, places and things, today announced that its board of directors has appointed Liam K. Griffin as chief executive officer.  Mr. Griffin was also elected to the board of directors of Skyworks effective May 11, 2016.  David J. Aldrich, Skyworks’ chief executive officer since 2000, will assume the newly established role of executive chairman and, in that position, will continue to serve as the chairman of Skyworks’ board of directors.

Skyworks has substantially outpaced the broader semiconductor market: growing the top line at a 25 percent annual rate from $1.1 billion in fiscal 2010 to over $3.2 billion in fiscal 2015.  In parallel, the company has maintained a rigorous leadership succession planning process to ensure the organization continues to follow this path of success going forward.

“I am delighted to announce that Liam Griffin has become Skyworks’ chief executive officer as we capitalize on the enormous global mobility and Internet of Things opportunities ahead of us,” said Aldrich.  “Liam has a demonstrated track record of success and our proven partnership over 15 years makes him my logical successor.  He is a highly energetic and motivating leader who is widely respected amongst our customers, partners, suppliers and investors as well as the entire Skyworks employee base.  Liam has the unique ability to translate challenging operational plans into market outperformance through his intense focus and unyielding tenacity.  I am confident Liam is the right person at the right time to lead Skyworks into the next frontier and I look forward to supporting him in my new capacity as executive chairman.”

As executive chairman, Mr. Aldrich, 59, will devote his time to supporting the management transition and working with the leadership team to develop Skyworks’ long term strategy.  Mr. Aldrich has served as CEO of Skyworks and its predecessor Alpha Industries, since 2000.  During that time, annual company revenue grew from $126 million in 1999, when he became president and chief operating officer, to over $3.2 billion as of fiscal 2015, while operating income increased 7,477 percent.

Mr. Griffin, 49, joined Skyworks in August 2001 as head of sales and marketing. Since that time his responsibilities have continuously expanded with his leadership of Skyworks’ business units, R&D efforts and operations.  In 2011, he was promoted to executive vice president and in May 2014 was named company president.  Mr. Griffin has been a key architect of the company’s strategy to cement its leadership position in mobile communications while diversifying across the Internet of Things.

Before joining Skyworks, Mr. Griffin was the vice president of worldwide sales at Dover Corporation and held product management and process engineering positions at AT&T’s Microelectronics and Network Systems’ businesses.  Mr. Griffin received a Bachelor of Science degree in mechanical engineering from the University of Massachusetts and a Master of Business Administration degree from Boston University.

“I am honored to have been chosen by Dave and the Skyworks board to lead our great company,” said Griffin.  “Over the past 17 years, Dave Aldrich’s vision and leadership have built Skyworks into one of the largest and fastest growing semiconductor companies in the world.  We have created an awesome platform for analog, mixed signal and RF product integration leveraging our OEM relationships and operational scale.  I assume this new leadership role deeply humbled yet highly confident in Skyworks’ future.  I look forward to continuing to work closely with Dave and building upon all of his achievements while ultimately realizing our vision of connecting everyone and everything, all the time.”

Additional Resources

David Aldrich Bio and Photo

Liam Griffin Bio and Photo

About Skyworks

Skyworks Solutions, Inc. is empowering the wireless networking revolution.  Our highly innovative analog semiconductors are connecting people, places and things spanning a number of new and previously unimagined applications within the automotive, broadband, cellular infrastructure, connected home, industrial, medical, military, smartphone, tablet and wearable markets.

Headquartered in Woburn, Massachusetts, Skyworks is a global company with engineering, marketing, operations, sales, and service facilities located throughout Asia, Europe and North America.  For more information, please visit Skyworks’ website at: www.skyworksinc.com.

Safe Harbor Statement

This news release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include without limitation information relating to future results and expectations of Skyworks (e.g., certain projections and business trends).  Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “forecasts,” “intends,” “believes,” “plans,” “may,” “will,” or “continue,” and  similar expressions and variations or negatives of these words. All such statements are subject to certain risks, uncertainties and other important factors that could cause actual results to differ materially and adversely from those projected, and may affect our future operating results, financial position and cash flows.

These risks, uncertainties and other important factors include, but are not limited to: uncertainty regarding global economic and financial market conditions; the susceptibility of the semiconductor industry and the markets addressed by our, and our customers’, products to economic downturns; the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory; losses or curtailments of purchases or payments from key customers, or the timing of customer inventory adjustments; the availability and pricing of third-party semiconductor foundry, assembly and test capacity, raw materials and supplier components; changes in laws, regulations and/or policies that could adversely affect either (i) the economy and our customers’ demand for our products or (ii) the financial markets and our ability to raise capital; our ability to develop, manufacture and market innovative products in a highly price competitive and rapidly changing technological environment; economic, social, military and geo-political conditions in the countries in which we, our customers or our suppliers operate, including security and health risks, possible disruptions in transportation networks and fluctuations in foreign currency exchange rates; fluctuations in our manufacturing yields due to our complex and specialized manufacturing processes; delays or disruptions in production due to equipment maintenance, repairs and/or upgrades; our reliance on several key customers for a large percentage of our sales; fluctuations in the manufacturing yields of our third-party semiconductor foundries and other problems or delays in the fabrication, assembly, testing or delivery of our products; our ability to timely and accurately predict market requirements and evolving industry standards, and to identify opportunities in new markets; uncertainties of litigation, including potential disputes over intellectual property infringement and rights, as well as payments related to the licensing and/or sale of such rights; our ability to rapidly develop new products and avoid product obsolescence; our ability to retain, recruit and hire key executives, technical personnel and other employees in the positions and numbers, with the experience and capabilities, and at the compensation levels needed to implement our business and product plans; lengthy product development cycles that impact the timing of new product introductions; unfavorable changes in product mix; the quality of our products and any remediation costs; shorter-than-expected product life cycles; problems or delays that we may face in shifting our products to smaller geometry process technologies and in achieving higher levels of design integration; and our ability to continue to grow and maintain an intellectual property portfolio and obtain needed licenses from third parties, as well as other risks and uncertainties, including, but not limited to, those detailed from time to time in our filings with the Securities and Exchange Commission.

The forward-looking statements contained in this news release are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Note to Editors: Skyworks and Skyworks Solutions are trademarks or registered trademarks of Skyworks Solutions, Inc. or its subsidiaries in the United States and in other countries. All other brands and names listed are trademarks of their respective companies.