Table of Contents
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): May 11, 2011
Skyworks Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-5560 | 04-2302115 | ||
(State or Other Juris- diction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
20 Sylvan Road, Woburn, Massachusetts |
01801 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: 781-376-3000
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 (see General
Instruction A.2. below):
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))
TABLE OF CONTENTS
Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year | ||||||||
Item 5.07. Submission of Matters to a Vote of Security Holders | ||||||||
SIGNATURE |
Table of Contents
Item 5.03.
Amendments to Articles of Incorporation or By-laws; Change in Fiscal
Year
As
reported below in Item 5.07, on May 11, 2011, Skyworks
Solutions, Inc.( the Company ) held its 2011 Annual Meeting of
Stockholders (the Annual Meeting). At the Annual Meeting,
the Companys stockholders approved, among other things, an amendment to Article
SEVENTH of the Companys Restated Certificate
of Incorporation that (i) eliminates the classification of the
Companys Board of Directors (the Board) by
requiring all directors to be elected at each annual meeting commencing with the 2011 Annual
Meeting for a term expiring at the subsequent annual meeting after he or she is elected and until
his or her successor shall have been duly elected and qualified or until his or her earlier
resignation or removal, (ii) permits stockholders to remove directors either with or without cause
by the affirmative vote of the holders of at least a majority of the shares of all classes of our
stock entitled to vote for the election of directors, voting as a
single class and (iii) makes
certain other ministerial and conforming changes. As a result, going
forward all directors of the Company will be elected on an annual
basis. A copy of the Companys Restated Certificate of
Incorporation as amended, will be filed with the Companys next quarterly report on Form l0-Q.
Also on
May 11, 2011, as a result of the approval by the Companys stockholders of the amendment to
the Companys Certificate of Incorporation described above,
the
Board amended the
Companys Second Amended and Restated By-laws to make conforming changes to remove all references
to a classified board from the by-laws by deleting Article III, Section 2 thereof and replacing it
with the following:
SECTION 2 Number, Qualifications, and Term of Office. Subject to the rights of the holders of any
series of Preferred Stock to elect additional directors under specified circumstances, the number
of directors of the Corporation shall be fixed
from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the whole Board. A director need not be a stockholder.
A copy of
the Companys Second Amended and Restated By-laws, as amended, will be filed with the
Companys next quarterly report on Form l0-Q.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting, the Companys stockholders were asked
to consider and vote upon nine proposals that are described in detail in the Companys definitive
proxy statement that was filed with the Securities and Exchange Commission on April 7, 2011 in connection
with the Annual Meeting (the Proxy Statement). The results of the voting on each of the proposals were as follows:
1. | The stockholders approved the amendment to the Companys Restated Certificate of Incorporation to declassify the Board and make certain other related changes. |
Votes For | Votes Against | Votes Abstain | ||
154,305,245 | 2,317,052 | 555,423 |
2. | The stockholders elected each of Messrs. David J. Aldrich, Kevin L. Beebe, Moiz M. Beguwala, Timothy R. Furey, Balakrishnan S. Iyer, David J. McLachlan, Thomas C. Leonard, David P. McGlade and Robert A. Schriesheim to serve as Directors of the Company. |
Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
David J. Aldrich |
133,820,155 | 905,640 | 22,451,968 | |||||||||
Kevin L. Beebe |
131,129,318 | 3,596,477 | 22,451,968 | |||||||||
Moiz M. Beguwala |
134,211,997 | 513,798 | 22,451,968 | |||||||||
Timothy R. Furey |
131,312,260 | 3,413,535 | 22,451,968 | |||||||||
Balakrishnan S. Iyer |
112,123,236 | 22,602,559 | 22,451,968 | |||||||||
David J. McLachlan |
133,703,454 | 1,022,341 | 22,451,968 | |||||||||
Thomas C. Leonard |
134,270,809 | 454,986 | 22,451,968 | |||||||||
David P. McGlade |
131,798,155 | 2,927,640 | 22,451,968 | |||||||||
Robert A. Schriesheim |
131,760,193 | 2,965,602 | 22,451,968 |
3. | As a result of the approval by the Company's stockholders of the first proposal at the Annual Meeting, the amendment of the Companys Restated Certificate of Incorporation to declassify the Companys Board, as set forth in the Proxy Statement , the third proposal presented in the Proxy Statement was not considered at the Annual Meeting. As described in the Proxy Statement, the third proposal served as a contingency in the event that first proposal was not approved by the Companys stockholders. | ||
4. | The Companys stockholders approved an amendment to the Companys Amended and Restated 2005 Long-Term Incentive Plan that will increase the number of shares available for issuance pursuant to awards granted under the Companys Amended and Restated 2005 Long-Term Incentive Plan by 14.25 million. |
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | |||
96,556,534
|
39,884,530 | 282,604 | 20,454,094 |
5. | The Companys stockholders approved the Companys Amended and Restated 2008 Director Long-Term Incentive Plan, and as a result (i) the number of shares of the Companys common stock available for issuance pursuant to awards granted under the plan increased by 750,000, (ii) the equity award automatically granted to each non-employee director when such director is first elected or appointed to serve on the Board was modified from a fixed award of a nonqualified stock option to purchase 25,000 shares of common stock and a restricted stock award for 12,500 shares of common stock to a variable award comprised of a combination of a nonqualified stock option and shares of restricted common stock having an aggregate Black-Scholes value targeted between the 50th and 75th percentile of the non-employee director equity compensation component of the public peer group of publicly-traded semiconductor companies with which the Company competes for executive and director talent; and (iii) the number of shares of restricted common stock awarded to non-employee directors continuing in office following each annual meeting of stockholders, or special meeting of stockholders in lieu of an annual meeting at which one or more directors are elected, was reduced from 12,500 to 6,000. |
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | |||
98,680,113 | 35,738,918 | 306,761 | 22,451,970 |
Table of Contents
6. | The stockholders approved the amendment to the Companys 2002 Employee Stock Purchase Plan which resulted in an increase in the number of shares of common stock authorized for purchase under the Companys 2002 Employee Stock Purchase Plan from 6.13 million to 8.38 million. |
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | |||
131,488,015 | 2,979,634 | 258,142 | 22,451,971 |
7. | The stockholders voted to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in the Proxy Statement (the Say-On-Pay Vote). |
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | |||
127,433,920 | 6,947,769 | 344,106 | 22,451,968 |
8. | The stockholders voted, on an advisory, non-binding basis, that the Say-On-Pay Vote be held with the following frequency. |
One Year | Two Years | Three Years | Votes Abstain | Broker Non-Votes | ||||
107,989,136 | 592,297 | 24,946,269 | 1,245,545 | 22,404,514 |
9. | The stockholders ratified the selection by the Companys Audit Committee of KPMG LLP as the independent registered public accounting firm for the Company for the Companys fiscal year ending September 30, 2011. |
Votes For | Votes Against | Votes Abstain | ||
155,216,104 | 1,563,579 | 398,080 |
Table of Contents
SIGNATURE
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.
Skyworks Solutions, Inc. |
||||
Date: May 17, 2011 | By: | /s/ Donald W. Palette | ||
Donald W. Palette | ||||
Vice President and Chief Financial Officer | ||||