UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 5, 2010
Broadcom Corporation
California | 000-23993 | 33-0480482 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
5300 California Avenue, Irvine, | ||
California | 92617 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (949) 926-5000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Bonus Awards for 2009 Plan Year Under Broadcom Corporation Performance Bonus Plan
On February 5, 2010 the Compensation Committee (the Compensation Committee) of the Board of
Directors of Broadcom Corporation (the Company or Broadcom) awarded cash bonuses under the
Broadcom Corporation Performance Bonus Plan (the Performance Bonus Plan). The total amount to be
paid under the Performance Bonus Plan for 2009 will be approximately $69.7 million. The total
dollar amount of the 2009 bonus pool established under the Performance Bonus Plan was determined in
accordance with the following metrics: 40% based on the relative revenue growth rate of the
Company, 40% based on the Companys cash flow from operations and 20% based on a discretionary
component set by the Compensation Committee. The Compensation Committee exercised its discretion
in awarding to the executive officers the bonuses set forth below.
The following chart sets forth the actual bonus awarded to each of our current executive officers
who was a named executive officer in 2008 and/or is expected to be a named executive officer in
2009:
Total Amount | ||||
Executive Officer | of Bonus | |||
Scott A. McGregor |
||||
President and Chief Executive Officer |
$ | 1,242,150 | ||
Eric K. Brandt |
||||
Executive Vice President and
Chief Financial Officer |
$ | 500,000 | ||
Arthur Chong |
||||
Executive Vice President, General Counsel
and Secretary |
$ | 525,000 | ||
Thomas F. Lagatta |
||||
Executive Vice President, Worldwide Sales |
$ | 416,250 | ||
Daniel A. Marotta |
||||
Executive Vice President & General Manager,
Broadband Communications Group |
$ | 400,000 | ||
Robert A. Rango |
||||
Executive Vice President & General Manager,
Wireless Connectivity Group |
$ | 500,000 | ||
Robert L. Tirva |
||||
Senior Vice President, Corporate Controller and
Principal Accounting Officer |
$ | 225,000 | ||
Nariman Yousefi1 |
||||
Senior Vice President, Infrastructure Technologies |
$ | 365,625 |
1 | Mr. Yousefi served as Senior Vice President & General Manager, Enterprise Networking Group, an executive officer position, during 2009 and until February 1, 2010. Effective February 1, 2010, Mr. Yousefi transitioned to a new role and is no longer an executive officer. |
8.01 Other Events.
On February 5, 2010, as part of Broadcoms regular annual equity compensation review program,
the Compensation Committee granted 10.2 million shares subject to equity awards, which included 2.3
million employee stock options and 7.9 million restricted stock units.
For comparison purposes, the following chart sets forth the approximate number of employee stock
options and restricted stock units granted in 2010 and in prior years as part of Broadcoms regular
annual equity compensation review program:
Approximate | ||||||||||||||
Approximate | Number of | |||||||||||||
Number of Stock | Restricted | Approximate | ||||||||||||
Year | Options | Stock Units | Total | |||||||||||
2010 |
2.3 million | 7.9 million | 10.2 million | |||||||||||
2009 |
2.5 million | 10.5 million | 13.0 million | |||||||||||
2008 |
5.2 million | 14.2 million | 19.4 million | |||||||||||
2007 |
14.7 million | 7.4 million | 22.1 million |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Broadcom Corporation |
||||
February 8, 2010 | By: | /s/ Eric K. Brandt | ||
Name: | Eric K. Brandt | |||
Title: | Executive Vice President and Chief Financial Officer | |||