SKYWORKS SOLUTIONS INC

For the period ended May 14, 2024. Filed Mar 28, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2024 · Filed Mar 28, 2024

SWKS$82.19+1.2%Stored close · as of Nov 6, 2026

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Contents

Proxy Statement Summary

PROXY STATEMENT SUMMARY

This summary highlights financial and other accomplishments during fiscal year 2023, as well as information generally contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in advance of the 2024 Annual Meeting of Stockholders, and we encourage you to read the entire Proxy Statement before voting your shares.

2024 Annual Meeting of Stockholders


Date and Time	Location	Record Date
May 14, 2024 11:00 a.m. PDT	www.virtualshareholdermeeting.com/SWKS2024	March 20, 2024

Matters to be Voted Upon

Your vote is very important to us. Please cast your vote on all of the proposals to ensure that your shares are represented.


1.	Election of Directors	For each director, majority of votes cast	FOR Each Nominee	8
2.	Ratification of Appointment of KPMG LLP	Majority of votes present and entitled to vote	FOR	28
3.	Advisory Vote to Approve Compensation of Named Executive Officers	Majority of votes present and entitled to vote	FOR	31
4 – 7.	Approve Amendments to Restated Certificate of Incorporation to Eliminate Supermajority Vote Provisions	80% (or 90% in case of Proposal 5) of shares outstanding	FOR	65
8.	Approve Second Amended and Restated 2015 Long-Term Incentive Plan	Majority of votes present and entitled to vote	FOR	71
9.	Approve Amendment to 2002 Employee Stock Purchase Plan, as Amended	Majority of votes present and entitled to vote	FOR	86
10 – 11.	Two Stockholder Proposals, if Properly Presented at the Annual Meeting	Majority of votes present and entitled to vote	AGAINST	92

	Proxy Statement					1

Financial Highlights from Fiscal Year 2023

During the fiscal year ended September 29, 2023 (“fiscal year 2023”), the Company delivered solid results despite ongoing macroeconomic volatility, reflecting our resilient business model and operational excellence. We continued making strategic investments in growth areas, expanded our customer base and diversified the reach of our business, positioning us to capture new opportunities across a range of markets benefitting from secular trends.

Delivered net revenue of$4.8 billion

Achieved operating margin of 23.6% on a GAAP basis (33.6% on a non-GAAP basis)(1)

Posted diluted earnings per share of$6.13 on a GAAP basis ($8.52 on a non-GAAP basis)(1)

Generated annual operating cash flow of$1.856 billion, up 30% year-over-year and free cash flow of$1.646 billion, up 76% year-over-year

Raised our quarterly dividend from$0.62 per share to$0.68 per share

Returned approximately$580 million to stockholders through repurchasing 1.9 million shares of our common stock for$175 million and through payments of$405 million in cash dividends

Repaid$900 million of debt

Total stockholder return over the last 10 years was 360%, compared to 208% for the companies in the S&P 500 Index(2)

(1)

Please see table on page 110 for a full reconciliation of non-GAAP results to GAAP results.

(2)

Source: FactSet. Represents TSR for the ten-year period ended September 29, 2023.

	2					Proxy Statement

Other Accomplishments from Fiscal Year 2023

Throughout fiscal year 2023, our connectivity and analog mixed-signal solutions enabled a broad set of applications across mobile, IoT, automotive, industrial, data center and 5G wireless infrastructure, providing essential technologies and products to industry-leading customers throughout the world. Highlights from the year include:

Secured high-performance 5G content for premium Android smartphones

Supported launches of Wi-Fi 6E and 7 platforms for network communication, consumer electronics and infrastructure applications

Achieved design wins for onboard chargers, battery management systems and in-vehicle infotainment systems across leading automotive OEMs

Ramped timing solutions for AI-enabled data centers at a leading cloud provider

Delivered 5G small cell deployments with leading global operators

Enabled next-generation IoT solutions supporting smart energy and factory automation

(3)

Please see table on page 110 for a full reconciliation of non-GAAP results to GAAP results.

	Proxy Statement					3

Our Director Nominees

Nine nominees, each of whom currently serves as a director, have been nominated for election to our Board of Directors (the “Board”) to serve until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Additional information on each nominee may be found below under “Election of Directors.” The following table lists the nine nominees, their age, the year such nominees were first elected as directors of the Company, their principal occupation, their independence status, their Board committee membership(s) as of March 1, 2024, and the number of other public company boards on which they serve.


Liam K. Griffin Chairman of the Board	57	2016	Chairman, CEO and President, Skyworks Solutions		—	—
Christine King Lead Independent Director	74	2014	Retired Executive Chairman, QLogic	•	AC, CC (C)	—
Alan S. Batey	61	2019	Retired EVP and President of North America, General Motors	•	CC	—
Kevin L. Beebe	65	2004	President and CEO, 2BPartners	•	NCGC (C)	2
Eric J. Guerin	52	2022	CFO, RB Global, Inc.	•	AC	—
Suzanne E. McBride	55	2022	COO, Iridium Communications	•	NCGC	1
David P. McGlade	63	2005	Retired Executive Chairman, Intelsat	•	AC (C), NCGC	—
Robert A. Schriesheim	63	2006	Chairman, Truax Partners	•	AC, CC	1
Maryann Turcke	58	2023	Former Chief Operating Officer, National Football League	•	NCGC	2

“AC” indicates Audit Committee, “CC” indicates Compensation Committee, “NCGC” indicates Nominating and Corporate Governance Committee, and “(C)” indicates Committee Chair

The nine director nominees standing for reelection to the Board have diverse backgrounds, skills, and experiences. We believe their varied backgrounds contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior management team.

	4					Proxy Statement

Corporate Governance Highlights

The Company has a proven track record of sound and effective corporate governance practices and policies, including those highlighted below.

	Corporate Governance Best Practices
	Annually Elected Directors			All of our directors are elected annually
	Majority Vote Standard			In uncontested elections, directors are elected by a majority of votes cast
	Lead Independent Director			Our Lead Independent Director role has a robust set of duties set forth in our corporate governance guidelines
	Executive Sessions			Our independent directors regularly meet in executive sessions without management, with the Lead Independent Director presiding
	Independent Board Committees			All members of the Board’s three standing committees are independent directors
	Board Refreshment			Our Board regularly takes steps to refresh its membership, including adding three new directors since 2022
	Risk Assessment			Our Board and its committees regularly review management’s processes for identifying, assessing, and managing risks
	Annual Board Assessment			The Nominating and Corporate Governance Committee oversees an annual evaluation of the effectiveness of the Board, each committee, and individual directors
	Executive Succession Plan			The Board periodically reviews and approves the executive succession plan in consultation with the Compensation Committee and the Chief Executive Officer
	No “Poison Pill”			The Board has not adopted a “poison pill”
	Stock Ownership Requirements			All directors and executive officers are subject to robust stock ownership requirements
	Prohibition on Pledging			We prohibit our directors and employees from pledging Company securities
	Special Meeting Right			Our stockholders have the right to call a special meeting of the Company’s stockholders
	Proxy Access			Eligible stockholders may nominate their own director nominees to be included in the Company’s proxy materials
	Regular Stockholder Engagement			We regularly conduct outreach to our stockholders to understand their perspectives on governance matters
	Director Commitments			All directors are subject to our policy on director public company board commitments and annual review by the Nominating and Corporate Governance Committee regarding those commitments

	Proxy Statement					5

Compensation Highlights

Under our pay-for-performance philosophy, we believe that executive compensation should be strongly aligned with the interests of our long-term stockholders. As a result, a substantial portion of each Named Executive Officer’s annual compensation is tied to Company performance and stock price performance. The charts below show the target total direct compensation mix for fiscal year 2023 for our Chief Executive Officer and the average for the other Named Executive Officers, in each case reflecting actual salary, target short-term incentive award, and the grant date fair value of long-term stock-based compensation awards.

	6					Proxy Statement

Stockholder Engagement

Engagement with the Company’s stockholders is a critical part of our commitment to good corporate governance, and we regularly conduct outreach to our stockholders to understand their perspectives on governance matters. Most recently, we engaged in formal stockholder outreach following the 2023 Annual Meeting and through December 2023. We initiated outreach to more than twenty of our largest institutional stockholders representing approximately 51% of the Company’s shares outstanding. Stockholders representing approximately 36% of the Company’s shares outstanding responded to the outreach, and we held engagement meetings with those stockholders who wanted to meet. Our Lead Independent Director also participated in select engagement.

Topics of conversation in the engagement meetings included executive compensation, our corporate governance practices, our sustainability accomplishments and progress, our efforts to eliminate the supermajority vote provisions from our Restated Certificate of Incorporation, and other topics, with many stockholders expressing approval of the Company’s strategy, performance and management. In addition, stockholders broadly shared support for the Company’s demonstrated history of robust disclosure and stockholder responsiveness, including relating to compensation policies and plan designs. In some cases, investors asked for, and we provided, more information on the rationale behind our metrics and performance periods.

	Proxy Statement					7

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