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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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 under §240.14a-12

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SKYWORKS SOLUTIONS, INC.

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(Name of Registrant as Specified In Its Charter)​

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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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 14a6(i)(1) and 0-11.

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March 28, 2025

Dear Stockholder:

You are invited to attend the 2025 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 2025 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,

Robert J. Terry

Senior Vice President, General Counsel and Secretary

Letter from Chairman of the Board

Dear Fellow Stockholder:

On behalf of the entire Board of Directors, I thank you for your continued support of Skyworks.

Despite macroeconomic headwinds and a challenging year, our resilient business model allowed us to generate annual operating cash flow of $1.825 billion for fiscal year 2024. This enabled us to increase the total amount of our quarterly dividends distributed this past year compared to fiscal year 2023, and to continue making critical investments in both strategic core competencies and the diversification and reach of our business to drive long-term stockholder value.

As the competitive landscape has intensified, these investments are more important than ever, and we remain steadfast in our commitment to invest and innovate around our technology roadmaps. We continue to deliver leading edge wireless solutions to key customers by leveraging our sustained investments in semiconductor and filter technologies, advanced packaging and heterogeneous integration capabilities. With our global manufacturing footprint, these investments will enable us to compete for and deliver wireless, mixed signal and analog solutions to a wide array of customers and segments ranging from mobile to IoT, automotive, and data center.

Following a robust search process, in February 2025 we welcomed Philip G. Brace as our President and Chief Executive Officer and as a member of the Board of Directors. Phil’s appointment was the culmination of a comprehensive and thoughtful succession planning process led by our Board and conducted with the help of an executive search firm. In choosing the next leader for Skyworks, the Board of Directors was focused on finding an individual with the skills, experience, and leadership to take Skyworks to the next level as we work to deliver operational excellence, innovate leading technologies and diversify our offerings in a dynamic industry. Phil has deep knowledge of the semiconductor, server, IoT and storage industries and has strong experience leading businesses to identify and capture market growth opportunities. Phil’s strategic insight and leadership ability reinforce our confidence that the Company will deliver on our long-term strategy and initiatives. We also want to thank Liam Griffin for his leadership as Chief Executive Officer and the many contributions he made to Skyworks over his 23 years at the Company.

Our Board believes that stockholder engagement is a fundamental element of sound corporate governance. In 2024, we reached out to stockholders representing approximately 54% of our outstanding stock and held discussions with all stockholders who expressed interest in engaging. Discussion topics included executive compensation, corporate governance and sustainability efforts. After discussions with stockholders, we made responsive changes to our executive compensation program by increasing the performance and vesting periods for the EBITDA margin percentile ranking metric for fiscal year 2025 performance share awards. Stockholder feedback remains a valued input in Board decision-making.

Last year, we published our 2023 Sustainability Report, providing updates on topics including environmental responsibility, cybersecurity, and supply chain management. We were pleased to announce that we strengthened our scope 1 and 2 CO2e emissions reduction target and disclosed certain scope 3 CO2e emissions data for the first time. We also reported improvements in scope 1 and 2 CO2e emissions. During our stockholder engagement, many of our stockholders provided feedback supporting our sustainability journey and encouraged us to continue on our path.

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

Chairman of the Board

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Items of Business

To elect nine individuals nominated to serve as directors of the Company with terms expiring at the 2026 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 our fiscal year ending October 3, 2025 (“fiscal year 2025”);

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

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To consider two stockholder proposals, if properly presented at the 2025 Annual Meeting of Stockholders (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, 2025