SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 22, 2019
Skyworks Solutions, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
20 Sylvan Road,
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(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 class
Name of each exchange on which registered
Common Stock, par value $0.25 per share
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 ☐
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.
(d) On August 22, 2019, the Board of Directors (the “Board”) of Skyworks Solutions, Inc. (the “Registrant”), increased the size of the Board from nine to ten and appointed Alan S. Batey as a new director of the Registrant, upon the recommendation of its Nominating and Corporate Governance Committee. Mr. Batey will serve until the Registrant’s 2020 annual meeting of stockholders, when he will be a nominee for election to the Board by a vote of the Registrant’s stockholders, and thereafter until his successor has been duly elected and qualified. The Board has not yet determined Mr. Batey’s committee assignments. Mr. Batey’s cash compensation will be as set forth in the Registrant’s Cash Compensation Plan for Directors, which was filed with the Securities and Exchange Commission (the “SEC”) on July 20, 2018, as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q. Mr. Batey will also be eligible to receive equity awards under the Registrant’s Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended, which was filed with the SEC on May 4, 2018, as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, including an initial award of restricted stock units as provided for therein.
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.
August 26, 2019
/s/ Robert J. Terry
obert J. Terry
Robert J. Terry
Senior Vice President, General Counsel and Secretary