8 nominees · 3 ballot items.
Election of eight directors; ratification of PwC as auditor; advisory approval of named executive officer compensation.
To elect eight director nominees to the Board until the next annual meeting or until their successors are elected.
To ratify the appointment of PricewaterhouseCoopers LLP as Broadcom’s independent registered public accounting firm for fiscal 2026.
A non-binding, advisory vote to approve the compensation of Broadcom’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve Broadcom’s named executive officer compensation (say-on-pay) as described in the CD&A and compensation tables. Management seeks advisory approval to validate its compensation philosophy, which emphasizes pay-for-performance, long-term equity incentives (notably multi-year front-loaded PSU awards), and alignment with stockholder interests. The Board recommends a FOR vote, citing strong fiscal 2025 performance (record revenue, cash from operations, and free cash flow) and governance practices including robust stock ownership guidelines, clawback policy, and independent oversight by the Compensation Committee with an independent consultant. The advisory nature means the vote is non-binding, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions. Given prior strong support (92% in 2025), management expects continued endorsement; however, the proposal is subject to public scrutiny concerning the scale and structure of front-loaded PSU awards, particularly the 2025 Tan PSU Award and holding requirements tied to CEO retention through fiscal 2030.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.51% | 308,015,865 | $95.3B |
| 2 | STATE STREET CORP | 4.04% | 191,380,232 | $59.2B |
| 3 | BlackRock, Inc. | 3.08% | 145,898,510 | $45.2B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.71% | 128,422,947 | $39.7B |
| 5 | Capital World Investors | 2.45% | 116,188,483 | $36.0B |
| 6 | Capital Research Global Investors | 2.45% | 116,025,298 | $35.9B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.10% | 99,646,111 | $30.8B |
| 8 | BlackRock, Inc. | 2.05% | 97,167,550 | $30.1B |
| 9 | FMR LLC | 1.79% | 84,762,837 | $26.2B |
| 10 | Capital International Investors | 1.78% | 84,046,789 | $26.0B |
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