SKYWORKS SOLUTIONS, INC.

​

PROXY STATEMENT SUMMARY

This summary highlights financial and other accomplishments during our fiscal year ended September 27, 2024 (“fiscal year 2024”), 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 2025 Annual Meeting of Stockholders, and we encourage you to read the entire Proxy Statement before voting your shares.

2025 Annual Meeting of Stockholders

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.

Financial Highlights from Fiscal Year 2024

​

During the fiscal year ended September 27, 2024 (“fiscal year 2024”), 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 and sought to expand our customer base and diversify the reach of our business, positioning us to capture new opportunities across a range of markets benefitting from secular trends.

•

Delivered net revenue of$4.2 billion

​

•

Achieved operating margin of 15.3% on a GAAP basis (27.2% on a non-GAAP basis)(1)

​

•

Posted diluted earnings per share of$3.69 on a GAAP basis ($6.27 on a non-GAAP basis)(1)

​

•

Generated annual operating cash flow of$1.825 billion, or 44% operating cash flow margin, and free cash flow(1) of$1.668 billion, or 40% free cash flow margin(1)

​

•

Raised our quarterly dividend from$0.68 per share to$0.70 per share

​

•

Returned approximately$516 million to stockholders through dividends and share repurchases

​

•

Repaid$300 million of debt

​

​

(1)

Please see table on page 83 for a full reconciliation of non-GAAP results to GAAP results. The term “GAAP” means United States Generally Accepted Accounting Principles.

​

Other Accomplishments from Fiscal Year 2024

​

Throughout fiscal year 2024, our connectivity and analog mixed-signal solutions enabled a broad set of applications across mobile, Internet of Things (“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 5G content for premium Android smartphones

​

•

Delivered next-generation smart energy solutions

​

•

Achieved several audio System-on-a-Chip design wins for wireless gaming and soundbars

​

•

Increased design win momentum in automotive including 5G front-end modules, infotainment, and digital isolators, across leading original equipment manufacturers

​

•

Secured several design wins in infrastructure, including optical transport products with a major operator in India and timing devices for 5G small cells for private networks

​

•

Achieved International Automotive Task Force (“IATF”) 16949 automotive certification at multiple facilities

​

​

(2)

Please see table on page 83 for a full reconciliation of non-GAAP results to GAAP results.

​

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 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) 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, 2025, and the number of other public company boards on which they serve.

“AC” indicates Audit Committee, “CC” indicates Compensation Committee, “NCGC” indicates Nominating and Corporate Governance Committee, and “(C)” indicates Committee Chair. Three of the director nominees are female and one is African-American or Black.

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

Corporate Governance Highlights

​

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

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 the annual compensation for each of our Chief Executive Officer, our Chief Financial Officer, and our three next most highly paid executive officers during fiscal year 2024, as determined under the rules of the SEC (the “Named Executive Officers”) is tied to Company performance and stock price performance. The charts below show the target total direct compensation mix for fiscal year 2024 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.

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 various matters. Most recently, we engaged in formal stockholder outreach following the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) and through January 2025. We contacted twenty of our largest institutional stockholders representing approximately 54% of the Company’s shares outstanding. Stockholders representing approximately 44% of the Company’s shares outstanding responded to the outreach, and we held engagement meetings with those stockholders who wanted to meet, representing approximately 36% of the Company’s outstanding shares. Our Chairman of the Board, who was then serving as Lead Independent Director, also participated in select engagement.

Topics of conversation in the engagement meetings included executive compensation, our corporate governance practices, Board composition and skills, 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 demonstrated history of robust disclosure and stockholder responsiveness, including relating to compensation policies and plan designs. A summary of the stockholder engagement was provided to the Board.