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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 14, 2024
Skyworks Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-0556004-2302115
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
5260 California Avenue92617
Irvine, California
(Address of principal executive offices)
(Zip Code)
(949)231-3000
(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:
☐    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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.25 per shareSWKSNasdaq 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.

At the annual meeting of stockholders of Skyworks Solutions, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved the Second Amended and Restated 2015 Long-Term Incentive Plan (the “Second Amended and Restated Plan”), which had previously been adopted by the Company’s Board of Directors subject to stockholder approval. The description of the Second Amended and Restated Plan contained on pages 75 to 83 of the Company’s Proxy Statement for the 2024 Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024, in connection with the Annual Meeting (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the Second Amended and Restated Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 eleven 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, Liam K. Griffin, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke 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
119,760,761
1,944,951
209,241
16,327,844
Kevin L. Beebe
113,808,238
7,900,199
206,516
16,327,844
Liam K. Griffin
112,109,502
9,578,943
226,508
16,327,844
Eric J. Guerin
121,019,534
692,370
203,049
16,327,844
Christine King
117,822,896
3,893,924
198,133
16,327,844
Suzanne E. McBride
120,171,704
1,541,995
201,254
16,327,844
David P. McGlade
113,640,103
8,062,960
211,890
16,327,844
Robert A. Schriesheim
116,346,490
5,324,008
244,455
16,327,844
Maryann Turcke
120,018,727
1,690,559
205,667
16,327,844



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 2024 fiscal year.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
127,749,258
10,196,514
297,025
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
107,462,594
14,183,606
268,753
16,327,844

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
120,931,042
761,538
222,373
16,327,844

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
120,915,838
775,223
223,892
16,327,844

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
120,876,564
800,166
238,223
16,327,844

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
120,879,850
790,952
244,151
16,327,844

8.The Company’s stockholders voted to approve the Second Amended and Restated Plan.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
112,886,177
8,722,470
306,306
16,327,844



9.The Company’s stockholders voted to approve the Amendment to the Company’s 2002 Employee Stock Purchase Plan, as amended.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
120,885,449
794,625
234,879
16,327,844

10.The Company’s stockholders did not approve a stockholder proposal regarding named executive officer termination payments.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
9,204,850
112,403,841
306,262
16,327,844

11.The Company’s stockholders did not approve a stockholder proposal regarding adoption of greenhouse gas emissions reduction targets.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
37,394,404
82,336,206
2,184,343
16,327,844


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
NumberDescription
99.1
Second Amended and Restated 2015 Long-Term Incentive Plan (incorporated by reference to Annex 1 to the Company’s Definitive Proxy Statement filed with the SEC on March 28, 2024)
104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 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.
Skyworks Solutions, Inc.
May 17, 2024By:/s/ Robert J. Terry
Name:Robert J. Terry
Title:Senior Vice President, General Counsel and Secretary

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Cover Document
May 14, 2024
Cover [Abstract]  
Entity Central Index Key 0000004127
Written Communications false
Title of 12(b) Security Common Stock, par value $0.25 per share
City Area Code (949)
Entity Incorporation, State or Country Code DE
Document Type 8-K
Entity Registrant Name Skyworks Solutions, Inc.
Entity File Number 001-05560
Entity Tax Identification Number 04-2302115
Entity Address, Address Line One 5260 California Avenue
Entity Address, City or Town Irvine
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92617
Local Phone Number 231-3000
Trading Symbol SWKS
Security Exchange Name NASDAQ
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Document Period End Date May 14, 2024
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