SKYWORKS SOLUTIONS, INC. 8-K

What Happened

• Skyworks Solutions, Inc. announced that at a special stockholder meeting on February 11, 2026 it approved the issuance of Skyworks common stock in connection with the proposed merger with Qorvo, Inc. under the Merger Agreement dated October 27, 2025.
• As of the record date (December 23, 2025) there were 149,930,299 shares outstanding; 121,415,377 shares (≈80.98%) were present or represented, constituting a quorum.

Key Details

• Stock Issuance Proposal (Nasdaq Listing Rule 5635(a)) vote: For 120,980,973; Against 289,580; Abstentions 144,824; Broker non-votes 0. Proposal was approved.
• Adjournment Proposal vote: For 115,407,264; Against 5,894,295; Abstentions 113,818. Adjournment was not needed.
• Closing of the transaction remains subject to customary conditions, including expiration/termination of the Hart‑Scott‑Rodino (HSR) waiting period and other antitrust/foreign investment approvals, absence of injunctive orders, accuracy of representations and warranties, material compliance with contractual obligations, and no continuing material adverse effect for either party.
• The filing includes a standard caution on forward‑looking statements and a list of risks (e.g., regulatory approvals, integration risks, potential litigation, business disruption).

Why It Matters

• The shareholder approval clears a key Skyworks shareholder vote required to issue shares for the proposed Qorvo merger, removing an important internal hurdle to closing.
• However, closing is still conditional on regulatory clearances (including HSR and other jurisdictions) and other contractual conditions; there is no guaranteed closing date. Investors should note potential dilution from the stock issuance and review the Joint Proxy Statement/Prospectus for more detail on terms and risks.