QUALCOMM INCDE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

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QUALCOMM INCORPORATED

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(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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January 18, 2024

Dear Fellow Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (Annual Meeting) of QUALCOMM Incorporated (Qualcomm) on Tuesday, March 5, 2024. The meeting will begin promptly at 8:30 a.m. Pacific Time. We are conducting this year’s Annual Meeting virtually via a live webcast and using online stockholder tools. We believe that the virtual meeting format will facilitate stockholder attendance and participation by allowing stockholders to participate fully from any location, while reducing the costs to stockholders and the Company associated with an in-person meeting. We will begin the Annual Meeting with a discussion and vote on the matters set forth in the Notice of Annual Meeting of Stockholders, followed by a presentation on Qualcomm’s fiscal 2023 performance, and a question and answer session.

Whether or not you plan to attend the Annual Meeting virtually, please vote as soon as possible. You may vote via the Internet, by telephone, by completing and returning your proxy card or voting instruction form, by scanning your QR code with your mobile device, or during the live webcast, as set forth in the proxy statement. Voting by any of these methods will ensure your representation at the Annual Meeting.

Your vote is very important to us. I encourage you to vote as our Board of Directors has recommended.

Thank you for your support and your continued interest in Qualcomm.

5775 Morehouse Drive

San Diego, California 92121-1714

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On March 5, 2024

To the Stockholders of QUALCOMM Incorporated:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (Annual Meeting) of QUALCOMM Incorporated, a Delaware corporation, will be held in a virtual meeting format only on Tuesday, March 5, 2024 at 8:30 a.m. Pacific Time to vote on the following matters:

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The election of 12 directors to hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified.

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The ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 29, 2024.

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The approval, on an advisory basis, of the compensation of our named executive officers.

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The approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 15,000,000 shares.

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The approval of an amendment to our Certificate of Incorporation to reflect new Delaware law provisions regarding exculpation of officers.

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The approval of an amendment to our Bylaws to require claims under the Securities Act to be brought in federal court.

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Such other business as may properly come before stockholders at the Annual Meeting or any adjournment or postponement thereof.

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This year’s Annual Meeting will be held virtually via a live webcast. You will be able to attend the Annual Meeting virtually, submit questions and vote during the live webcast by visitingwww.virtualshareholdermeeting.com/QCOM2024 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement.

The Board of Directors has fixed the close of business on January 8, 2024 as the Record Date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof.

By Order of the Board of Directors,

Ann Chaplin

General Counsel and Corporate Secretary

San Diego, California

January 18, 2024