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Broadcom Inc

For the period ended Apr 21, 2025. Filed Mar 3, 2025.

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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.

Apr 21, 2025 · Filed Mar 3, 2025

AVGO$293.69+0.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Proxy Statement Summary

Your proxy is being solicited by the Board of Directors of Broadcom Inc. (the “Board”) in connection with the 2025 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 November 3, 2024 (the “2024 Annual Report”) available to stockholders at the close of business on February 21, 2025 (the “Record Date”) on or about March 3, 2025. 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

Proposal · Board Recommendation · Page
1.To elect each of the nine director nominees until the next annual meeting of stockholders or until their successors have been electedFOR each director nominee18
2.To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Broadcom for the fiscal year ending November 2, 2025FOR24
3.To hold an advisory vote to approve the named executive officer compensationFOR27

DIRECTOR NOMINEES

NameIndependent
Diane M. Bryant✔
Gayla J. Delly✔
Kenneth Y. Hao✔
Eddy W. Hartenstein (Lead Independent Director)✔
Check Kian Low✔
Justine F. Page✔
Henry Samueli, Ph.D. (Chairman of the Board)✔
Hock E. Tan (President & CEO)
Harry L. You✔

See “Proposal 1: Election of Directors” below for more information about the Director Nominees.

FISCAL 2024 HIGHLIGHTS

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-year period through fiscal 2024, we delivered TSR of 561%, and our market capitalization increased from $125.7 billion to $789.0 billion.

*TSR assumes $100 investment in Broadcom common stock on the last trading day of fiscal 2019 and reinvestment of dividends.

In addition, we returned an aggregate of $17.0 billion to our stockholders during fiscal 2024, consisting of $9.8 billion in cash dividends and $7.2 billion in stock repurchases. We also paid $5.2 billion for the elimination of shares withheld to cover employee tax withholding due upon the vesting ofnet-settled equity awards in fiscal 2024.

Furthermore, our strong free cash flow in fiscal 2024 enabled us to increase our quarterly common stock dividend to $0.59 per share in our first quarter of fiscal 2025, an increase of 11% over the quarterly dividends paid in the fourth quarter of fiscal 2024.

Our record revenue, cash from operations and free cash flow in fiscal 2024 were driven by the organic growth of our AI-related products and our acquisition and integration of VMware, Inc. (“VMware”).

Due to the organic growth of our AI-related products such as our custom AI accelerators and AI connectivity products, our AI revenue increased 220% from $3.8 billion in fiscal 2023 to $12.2 billion in fiscal 2024 and represented 41% of our fiscal 2024 semiconductor solutions revenue of $30.1 billion. With the integration of VMware almost complete, our VMware products contributed for the first time to our fiscal 2024 infrastructure software solutions revenue of $21.5 billion.

Record RevenueRecord Cash From OperationsRecord Free Cash Flow*
$51.6B$20.0B$19.4B
+44%YoY+10%YoY+10%YoY

*See Appendix A for a reconciliation ofnon-GAAP financial measures to the most directly comparable GAAP measures.

Stock Split

In July 2024, we implemented a 10-for-1 forward stock split to make ownership of Broadcom common stock more accessible to our stockholders and employees.

FISCAL 2024 NAMED EXECUTIVE OFFICER COMPENSATION

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

In line with our executive compensation program philosophy, design and objectives, 96% of our Chief Executive Officer’s (“CEO”) and 95% of our other named executive officers’ (“NEOs”) average annualized target total compensation in fiscal 2024 is comprised of variable compensation, with a majority tied to long-term stock price performance (based on the annualized value of their equity awards and assuming target performance level attainment) as shown in the charts below.

See “Compensation Discussion and Analysis — Executive Compensation Program” below for more information.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.