Broadcom Inc.
For the period ended Apr 20, 2026. Filed Mar 2, 2026.
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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 20, 2026 · Filed Mar 2, 2026
Contents
Proxy Statement Summary
Your proxy is being solicited by the Board of Directors of Broadcom Inc. (the “Board”) in connection with the 2026 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 2, 2025 (the “2025 Annual Report”) available to stockholders at the close of business on February 24, 2026 (the “Record Date”) on or about March 2, 2026.
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 eight director nominees until the next annual meeting of stockholders or until their successors have been elected | FOReach director nominee | 18 |
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Broadcom for the fiscal year ending November 1, 2026 | FOR | 23 |
| 3. | To hold an advisory vote to approve the named executive officer compensation | FOR | 26 |
DIRECTOR NOMINEES
| Name | Independent |
|---|---|
| Diane M. Bryant | ✔ |
| Gayla J. Delly | ✔ |
| Kenneth Y. Hao | ✔ |
| Check Kian Low | ✔ |
| Justine F. Page | ✔ |
| Henry Samueli, Ph.D. (Chairman of the Board) | ✔ |
| Hock E. Tan (President & CEO) | |
| Harry L. You | ✔ |
FISCAL 2025 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 2025, we delivered a TSR of 1,082%, and our market capitalization increased from $141.4 billion to $1.7 trillion.
*TSR assumes $100 investment in Broadcom common stock on the last trading day of fiscal 2020 and reinvestment of dividends.
In addition, we returned an aggregate of $13.6 billion to our stockholders during fiscal 2025, consisting of $11.1 billion in cash dividends and $2.5 billion in stock repurchases.
Furthermore, our strong free cash flow in fiscal 2025 enabled us to increase our quarterly common stock dividend to $0.65 per share in our first quarter of fiscal 2026, an increase of 10% over the quarterly dividends paid in fiscal 2025.
Our record revenue, cash from operations and free cash flow in fiscal 2025 were driven by our AI semiconductor solutions and infrastructure software solutions from our acquisition of VMware, Inc. (“VMware”).
Due to the increase in our custom accelerator business, our AI semiconductor revenue increased 65% from $12.2 billion in fiscal 2024 to $20.2 billion in fiscal 2025 and represented 55% of our fiscal 2025 semiconductor revenue of $36.9 billion. With the strong adoption of our VMware Cloud Foundation, our infrastructure software revenue increased 26% from $21.5 billion in fiscal 2024 to $27.0 billion in fiscal 2025.
| Record Revenue | Record Cash From Operations | Record Free Cash Flow* |
|---|---|---|
| $63.9B | $27.5B | $26.9B |
| +24%YoY | +38%YoY | +39%YoY |
*See Appendix A for a reconciliation ofnon-GAAP financial measures to the most directly comparable GAAP measures.
FISCAL 2025 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 2025 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. For Mr. Tan, as the PSU award granted to him in fiscal 2023 covers five years of annual equity awards, including fiscal 2025, the long-term incentive component of the CEO chart reflects the annualized value of that PSU award.
See “Compensation Discussion and Analysis— Executive Compensation Program” below for more information.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.