UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Explanatory Note
This Current Report on Form 8-K/A (this “Amendment No. 1”) is being filed as an amendment to the Current Report on Form 8-K filed by the registrant on May 13, 2022 (the “Original 8-K”). The Original 8-K was filed with the Securities and Exchange Commission to report the results of the voting at the registrant’s annual meeting of stockholders held on May 11, 2022. The purpose of this Amendment No. 1 is to amend and restate Item 5.07 in the Original 8-K in its entirety to correct a scrivener’s error in the voting results of Proposal 4. No other changes have been made to the information set forth in the Original 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of Skyworks Solutions, Inc. (the “Company”), held on May 11, 2022 (the “Annual Meeting”), the Company’s stockholders were asked to consider and vote on eight proposals that are described in the Company’s definitive proxy statement that was filed with the Securities and Exchange Commission on March 25, 2022, in connection with the Annual Meeting (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, Liam K. Griffin, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, and Robert A. Schriesheim 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 | 104,855,582 | 4,695,184 | 197,053 | 20,091,333 | ||||||||||
Kevin L. Beebe | 96,137,159 | 13,264,628 | 346,032 | 20,091,333 | ||||||||||
Liam K. Griffin | 100,697,494 | 8,523,115 | 527,210 | 20,091,333 | ||||||||||
Eric J. Guerin | 107,721,124 | 1,836,262 | 190,433 | 20,091,333 | ||||||||||
Christine King | 103,181,940 | 6,391,210 | 174,669 | 20,091,333 | ||||||||||
Suzanne E. McBride | 109,053,810 | 527,829 | 166,180 | 20,091,333 | ||||||||||
David P. McGlade | 100,755,825 | 8,793,539 | 198,455 | 20,091,333 | ||||||||||
Robert A. Schriesheim | 101,916,321 | 7,635,433 | 196,065 | 20,091,333 | ||||||||||
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 2022 fiscal year.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
125,673,482 | 3,978,045 | 187,625 | 0 | ||||||||
3. The Company’s stockholders voted to 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 | ||||||||
94,100,200 | 15,210,497 | 437,122 | 20,091,333 | ||||||||
4. The Company’s stockholders did not approve an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Charter”), to eliminate the supermajority vote provisions relating to stockholder approval of a
merger or consolidation, disposition of all or substantially all of the Company’s assets, or issuance of a substantial amount of the Company’s securities.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
| 108,774,669 | 771,030 | 202,120 | 20,091,333 | ||||||||
5. The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provisions relating to stockholder approval of a business combination with any related person.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
108,723,938 | 812,424 | 211,457 | 20,091,333 | ||||||||
6. The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provision relating to stockholder amendment of Charter provisions governing directors.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
108,751,808 | 780,074 | 215,937 | 20,091,333 | ||||||||
7. The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provision relating to stockholder amendment of the Charter provision governing action by stockholders.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
108,751,993 | 777,293 | 218,533 | 20,091,333 | ||||||||
8. The Company’s stockholders did not approve a stockholder proposal regarding the Company’s stockholder special meeting right.
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
43,348,820 | 65,879,296 | 519,703 | 20,091,333 | ||||||||
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.
| Skyworks Solutions, Inc. | ||||||||
| May 16, 2022 | By: | /s/ Robert J. Terry | ||||||
| Name: | Robert J. Terry | |||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||