SKYWORKS SOLUTIONS, INC. 8-K

What Happened

• Skyworks Solutions, Inc. announced the results of its annual meeting of stockholders held May 13, 2026. Stockholders re-elected nine directors (Alan S. Batey; Kevin L. Beebe; Philip G. Brace; Eric J. Guerin; Christine King; Suzanne E. McBride; David P. McGlade; Robert A. Schriesheim; Maryann Turcke) and ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026.
• The company’s Board-adopted 2026 Long-Term Incentive Plan (2026 LTIP) was approved by shareholders (For: 87,120,961; Against: 21,664,734; Abstain: 148,783; Broker non‑votes: 12,941,125). The advisory, non-binding vote on executive compensation (say-on-pay) was not approved (For: 54,203,161; Against: 54,542,944; Abstain: 188,373; Broker non‑votes: 12,941,125).
• Stockholders also rejected several proposed Charter amendments to remove supermajority voting provisions; those amendments failed by large margins (roughly 108 million votes For vs. ~0.56 million Against on each).

Key Details

• Meeting date: May 13, 2026. Nine directors re-elected to serve until the next annual meeting.
• 2026 LTIP vote: 87,120,961 For; 21,664,734 Against.
• Say-on-pay (advisory): 54,203,161 For; 54,542,944 Against — not approved.
• Auditor ratification: KPMG LLP ratified (For: 112,917,728; Against: 8,706,974; Abstain: 250,901).

Why It Matters

• LTIP approval authorizes the company’s new long-term equity incentive program, which will affect future executive and employee equity awards and potential dilution—important for shareholders tracking share count and compensation expense.
• The failed say-on-pay vote is an investor signal of dissatisfaction with executive pay disclosures or packages; while advisory (non-binding), it typically prompts board and management review of compensation practices and investor engagement.
• Re-election of the incumbent directors means continuity of the current board and strategy; ratification of KPMG confirms the auditor for fiscal 2026. The rejection of Charter amendment proposals maintains existing supermajority voting protections.