$QRVO·8-K

Qorvo, Inc. · Feb 11, 5:16 PM ET

Qorvo, Inc. 8-K

Research Summary

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Qorvo Announces Stockholder Approval of Merger With Skyworks

What Happened
Qorvo, Inc. announced that its stockholders approved the Agreement and Plan of Merger with Skyworks Solutions, Inc. at a special meeting held on February 11, 2026. As of the record date (December 23, 2025) there were 92,653,400 shares outstanding; 71,671,965 shares (≈77.35%) were present or represented by proxy, constituting a quorum. The Merger Agreement Proposal passed (For: 71,278,908; Against: 137,926; Abstentions: 255,131). A separate non‑binding advisory vote approving merger‑related executive compensation also passed (For: 70,309,265; Against: 991,527; Abstentions: 371,173). (Filed on Form 8‑K, Item 5.07.)

Key Details

  • Record date shares outstanding: 92,653,400; shares represented at meeting: 71,671,965 (≈77.35%).
  • Merger Agreement vote: 71,278,908 for; 137,926 against; 255,131 abstentions; no broker non‑votes.
  • Advisory vote on merger‑related compensation: 70,309,265 for; 991,527 against; 371,173 abstentions.
  • Closing remains subject to customary conditions, including HSR waiting‑period expiration and other antitrust/foreign investment approvals, absence of prohibitory orders, accuracy of representations and warranties, compliance with agreement obligations, and no continuing material adverse effect.

Why It Matters
The shareholder approval is a critical step toward closing the proposed Skyworks–Qorvo transaction, but the deal is not yet final. Completion depends on regulatory clearances and other closing conditions listed in the merger agreement, so timing and certainty remain subject to those approvals and potential risks disclosed in the Joint Proxy Statement/Prospectus. Investors should monitor regulatory developments, integration plans, and the companies’ disclosures for updates on timing and expected impacts.

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