Broadcom Inc

Your proxy is being solicited by the Board of Directors of Broadcom Inc. (the “Board”) in connection with the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). We are making the Notice of Internet Availability of Proxy Materials (the “Internet Notice”), this proxy statement (the “Proxy Statement”) with the proxy card and our Annual Report on Form 10-K for the fiscal year ended October 29, 2023 (the “2023 Annual Report”) available to stockholders at the close of business on February 22, 2024 (the “Record Date”) on or about February 26, 2024. This summary highlights information contained elsewhere in this Proxy Statement. We encourage you to review the entire Proxy Statement before voting.

Unless the context otherwise requires, references in this Proxy Statement to “Broadcom,” “we,” “our,” “us” and similar terms are to Broadcom Inc.

PROPOSALS AND BOARD RECOMMENDATIONS

DIRECTOR NOMINEES

See “Board of Directors” below for more information about the Director Nominees.

FISCAL 2023 FINANCIAL HIGHLIGHTS

In fiscal 2023, we achieved record revenue of $35.8 billion, operating income of $16.2 billion and free cash flow of $17.6 billion despite the cyclical slowdown in the semiconductor industry. We also returned to our stockholders an aggregate of $13.5 billion via cash dividends and our stock repurchase program.

Total Stockholder Return and Return of Capital

Our total stockholder return (“TSR”) continues to significantly outperform the S&P 500 and our compensation peer group. Over the five fiscal year period through 2023, we delivered TSR of 351% and our market capitalization increased from $103.6 billion to $346.0 billion.

In addition, our strong cash flow in fiscal 2022 enabled us to return an aggregate of $13.5 billion to our stockholders during fiscal 2023, consisting of $7.7 billion in cash dividends and $5.8 billion under our stock repurchase program. We also paid $1.9 billion for the elimination of shares withheld to cover employee withholding taxes due upon the vesting of net settled equity awards. Our strong free cash flow in fiscal 2023 enabled us to increase our quarterly common stock dividend to $5.25 per share in our first quarter of fiscal 2024, an increase of 14% over the quarterly dividend paid in fiscal 2023.

• TSR assumes $100 investment in Broadcom common stock on the last trading day of fiscal 2018 and reinvestment of dividends.

Financial Performance

• See Appendix A for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures.

FISCAL 2023 NAMED EXECUTIVE OFFICER COMPENSATION

Our executive compensation program is designed to reward our executive officers for growing and sustaining stockholder value consistent with our strategic plan, align the interests of our executive officers with the interests of our stockholders, and attract, motivate and retain critical talent in a highly competitive talent market.

Consistent with the philosophy and objectives of our executive compensation program, 96% of our Chief Executive Officer’s (“CEO”) and 94% of our other named executive officers’ (“NEOs”) average target total direct compensation in fiscal 2023 is comprised of variable compensation with a majority tied to stock price, as shown in the charts below.

The short-term incentives and the long-term incentives in the form of performance stock unit (“PSU”) awards granted to our NEOs in fiscal 2023 were subject to challenging and rigorous goals to achieve record financial results and significantly increase stockholder value.

See “Compensation Discussion and Analysis — Elements of Fiscal 2023 Executive Compensation Program — Long-Term Incentive Compensation” below for more information about the equity awards granted to our NEOs in fiscal 2023.