QUALCOMM INC/DE0000804328false5775 Morehouse DriveSan DiegoCalifornia00008043282020-03-102020-03-10
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
March 10, 2020
Date of Report (Date of earliest event reported)
QUALCOMM Incorporated
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| | | | | | | | |
| 000-19528 | | 95-3685934 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | | | | |
| 5775 Morehouse Drive, San Diego, California | | 92121 | |
| (Address of principal executive offices) | | (Zip Code) | |
858-587-1121
(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:
☐ 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 | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | QCOM | Nasdaq Stock 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 5.07. Submission of Matters to a Vote of Security Holders.
QUALCOMM Incorporated (the “Company”) held its 2020 Annual Meeting of Stockholders on March 10, 2020 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered five proposals, each of which is described briefly below and in more detail in the Company’s definitive proxy statement dated January 23, 2020. The final voting results for each proposal are set forth below.
Proposal 1 - Election of Directors
| | | | | | | | | | | | | | |
| NOMINEE | FOR | WITHHOLD | ABSTAIN | BROKER NON-VOTES |
| Mark Fields | 822,462,216 | 3,162,480 | 1,773,487 | 171,898,017 | |
| Jeffrey W. Henderson | 802,159,797 | 23,404,562 | 1,833,824 | 171,898,017 | |
| Ann M. Livermore | 812,930,888 | 12,731,737 | 1,735,558 | 171,898,017 | |
| Harish Manwani | 676,285,676 | 148,357,251 | 2,755,256 | 171,898,017 | |
| Mark D. McLaughlin | 819,228,556 | 6,398,804 | 1,770,823 | 171,898,017 | |
| Steve Mollenkopf | 812,792,515 | 12,908,797 | 1,696,871 | 171,898,017 | |
| Clark T. Randt, Jr. | 755,039,110 | 70,338,402 | 2,020,671 | 171,898,017 | |
| Irene B. Rosenfeld | 765,622,244 | 59,263,578 | 2,512,361 | 171,898,017 | |
| Kornelis (Neil) Smit | 822,420,000 | 3,184,530 | 1,793,653 | 171,898,017 | |
| Anthony J. Vinciquerra | 812,615,897 | 12,999,995 | 1,782,291 | 171,898,017 | |
Each of the foregoing nominees was elected and each received affirmative votes from more than a majority of the votes cast.
Proposal 2 - To ratify the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 27, 2020.
| | | | | | | | | | | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 959,673,351 | 38,415,837 | 1,208,212 | 0 |
The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting.
The foregoing proposal was approved.
Proposal 3 – To approve the Amended and Restated 2016 Long-Term Incentive Plan, including an increase in the share reserve by 74,500,000 shares.
| | | | | | | | | | | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 711,912,101 | 113,746,582 | 32,407,237 | 171,898,017 |
The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting.
The foregoing proposal was approved.
Proposal 4 – To approve, on an advisory basis, our executive compensation.
| | | | | | | | | | | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 141,975,563 | 653,016,583 | 32,407,237 | 171,898,017 |
The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting.
The foregoing advisory vote was not approved.
Proposal 5 – To approve, on an advisory basis, the frequency of future advisory votes on executive compensation.
| | | | | | | | | | | | | | |
| 1YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTES |
| 811,692,914 | 4,995,548 | 9,120,854 | 1,590,067 | 171,898,017 |
Based on these results, and consistent with the Company’s recommendation and past practice, the Company will continue to hold an advisory vote on executive compensation annually.
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.
| | | | | | | | | | | | | | | | | | | | |
| | | QUALCOMM Incorporated | | | |
| | | | | | |
| Date: | March 13, 2020 | | By: | /s/ Akash Palkhiwala | | |
| | | | Akash Palkhiwala | | |
| | | | Executive Vice President and
Chief Financial Officer | | |