SKYWORKS SOLUTIONS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Definitive Proxy Statement

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March 28, 2024

Dear Stockholder:

I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Skyworks Solutions, Inc., to be held at:

You will be able to attend and participate in the Annual Meeting online at the website address above, where you will be able to listen to the meeting live, submit questions, and vote. We look forward to your participation online or by proxy. The attached Notice of 2024 Annual Meeting of Stockholders and Proxy Statement describe the matters that we expect to be acted upon at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting online, and regardless of how many shares you own, it is important that your shares be represented at the Annual Meeting. Accordingly, if you are a stockholder of record, we urge you to complete the proxy and return it to us promptly in the postage prepaid envelope provided, or to complete and submit your proxy by telephone or via the internet in accordance with the instructions on the proxy card. If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. If you do attend the Annual Meeting online and wish to vote at that time, you may revoke a previously submitted proxy by voting at the meeting.

Sincerely yours,

Liam K. Griffin

Chairman, Chief Executive Officer and President

Letter from Lead Independent Director

Dear Fellow Stockholder:

On behalf of the entire Board of Directors, I thank you for your continued support of Skyworks. Despite macroeconomic headwinds, our resilient business model and operational excellence allowed us to deliver solid results in fiscal year 2023, including generating annual operating cash flow of $1.856 billion, up 30% year-over-year. In addition, the Company continued making investments in strategic growth areas, expanding our customer base and diversifying the reach of our business.

The Board remains committed to providing robust oversight of the Company’s strategy, including key risks and opportunities. As we head toward our 2024 Annual Meeting, I would like to share some important focus areas from the past year:

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Board Oversight of Risk: Our Board is responsible for risk oversight and treats that role with the utmost importance. While the management team is responsible for day-to-day risk management and for bringing to our attention any significant risks, the Board regularly engages in both the processes management utilizes to identify, assess and manage risk and ongoing plans to address any identified risks. Additionally, we regularly consider business risk in connection with our evaluation of corporate strategy, including in our annual review of the Company’s strategic plan. Our Board is comprised of experienced and qualified directors who are well-positioned to oversee long-term corporate strategy and operational execution, and their diverse qualifications and viewpoints add significant contributions to our overall risk oversight function.

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Regular Engagement with Stockholders: Our Board believes that stockholder engagement is a fundamental element of sound corporate governance. In 2023, we continued a high level of engagement with stockholders. The Company proactively reached out to stockholders representing approximately 51% of our outstanding stock and spoke with every such stockholder that wanted to engage. Topics of discussion varied and included executive compensation, corporate governance and sustainability efforts. Notably, coming out of our discussions with stockholders, we made changes to our compensation program by returning the short-term incentive performance period for fiscal year 2024 from two semi-annual periods to one annual period. Dialogue with stockholders throughout the year is critical to providing the Board with important feedback needed to better understand our stockholders’ priorities on a wide range of topics. I look forward to continued engagement with our stockholders.

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Corporate Responsibility and Sustainability: The Board, and in particular our Nominating and Corporate Governance Committee, oversees corporate responsibility and sustainability. As part of our commitment, we disclose key initiatives and progress toward our sustainability goals. Last year, we published our 2022 Sustainability Report, where we provided key updates on many topics, including environmental responsibility, cybersecurity, supply chain management, health and safety, human rights, ethics, and human capital management. On environmental topics in particular, we were pleased to share improvements in water use efficiency, hazardous waste generation rates, and year-over-year emissions rate reductions in scope 1 and 2 CO2e emissions. We are also excited about our continued improvements in emissions and water use reductions in 2023 and our focus on driving further emission and water use reductions throughout 2024 and in the future. During our stockholder engagement in the fall and winter of 2023, many of our stockholders provided feedback in support of our sustainability journey and encouraged us to continue on our path.

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Thank you for your investment in Skyworks and continued confidence in the Board. We look forward to continuing our dialogue with you in the year to come.

With appreciation,

Christine King

Lead Independent Director

Chairman, Compensation Committee

Member, Audit Committee

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Items of Business

To elect nine individuals nominated to serve as directors of the Company with terms expiring at the 2025 Annual Meeting of Stockholders and named in the Proxy Statement;

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To ratify the selection by the Company’s Audit Committee of KPMG LLP as the independent registered public accounting firm for the Company for fiscal year 2024;

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To approve, on an advisory basis, the compensation of the Company’s named executive officers;

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4 – 7.

To approve four separate amendments to the Company’s Restated Certificate of Incorporation to eliminate the supermajority vote provisions relating to (a) 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; (b) stockholder approval of a business combination with any related person; (c) stockholder amendment of charter provisions governing directors; and (d) stockholder amendment of the charter provision governing action by stockholders;

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To approve the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan;

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To approve an amendment to the Company’s 2002 Employee Stock Purchase Plan, as amended;

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To consider two stockholder proposals, if properly presented at the Annual Meeting; and

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To transact such other business as may properly come before the Annual Meeting.

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To ensure your representation at the Annual Meeting, please submit your proxy or voting instructions as soon as possible by using any of the following methods, as described in greater detail on your proxy card or voter instruction form.

The accompanying Proxy Statement includes further information about how to attend the Annual Meeting online, vote your shares online during the Annual Meeting, and submit questions online during the Annual Meeting.

By Order of the Board of Directors,

Robert J. Terry

Senior Vice President, General Counsel and Secretary

Irvine, California •March 28, 2024