Skyworks Solutions Inc

The proposal asks stockholders to approve on a non-binding basis the compensation of Named Executive Officers as disclosed in the proxy. Management seeks this advisory approval to confirm stockholder support for its pay-for-performance philosophy and compensation design, which it says balances short- and long-term incentives and links pay to operating and market performance. The Board recommends support, citing robust stockholder engagement, high at-risk compensation, use of performance share awards tied to emerging revenue, EBITDA margin percentile ranking, and TSR metrics, changes made in response to feedback (e.g., multi-year vesting), and governance safeguards such as clawback and stock ownership requirements. The vote is advisory only but the Board and Compensation and Talent Committee will consider the outcome in making future compensation decisions. The proposal is routine and non-binding but is an important signal of stockholder sentiment and engagement; management’s rationale emphasizes alignment with stockholder interests and market competitiveness, while opponents (if any) might argue about pay levels, specific new-hire awards, or the structure/complexity of performance metrics. Stockholder support in prior years has been strong, and management expects and recommends a vote in favor.

Management proposes amending the charter to eliminate an 80% supermajority voting threshold for approval of mergers, consolidation, sales of substantially all assets, or issuance of substantial amounts of securities, replacing it with a simple majority vote. Management seeks this change to modernize governance, reduce governance entrenchment, and align voting requirements with prevailing market practices. The Board has previously proposed similar amendments multiple times and engaged in extended stockholder outreach; it contends that high supermajority thresholds create barriers to effective capital allocation, M&A flexibility and corporate responsiveness. The proposal is conditioned only on stockholder approval and is supported unanimously by the Board; management recommends voting in favor as a governance modernization step. Opponents might argue that supermajority provisions protect minority interests against opportunistic transactions, especially in the context of the company’s strategic merger with Qorvo completed earlier, but management believes sufficient safeguards remain (e.g., fiduciary duties). The vote requires an unusually high 80% of outstanding shares to pass, which reflects the charter’s entrenched protections; management has engaged D.F. King to solicit additional votes and to make passing more likely.

This management proposal would amend the charter to remove a 90% supermajority vote requirement for business combinations involving related persons or affiliates, replacing it with a simple majority vote. Management asserts the current 90% threshold unduly hinders corporate flexibility and is out of step with prevailing governance norms; the Board unanimously endorses the change after stockholder outreach and believes adopting a majority standard better balances responsiveness with protections. The proposal carries governance implications because it reduces protections against self-dealing or conflicted transactions, though management notes existing fiduciary duties and disclosure requirements as safeguards. The proposal requires an unusually high 90% approval to pass under the charter’s existing terms, and management is seeking enhanced solicitation efforts to secure adequate votes. Opponents could argue the 90% standard protects minority stockholders from related-party transactions that could harm their interests; management’s rationale is that other safeguards provide sufficient protection and that majority voting will facilitate necessary corporate actions.

Management proposes to remove an 80% supermajority threshold constraining stockholder ability to amend charter provisions concerning director structure and governance, replacing it with a simple majority vote. Management argues this change enhances accountability and modernizes corporate governance by making director governance provisions amendable by a democratically meaningful majority rather than an entrenched supermajority. The Board supports the proposal, noting repeated prior outreach and past attempts to effect similar changes. Critics might contend the supermajority requirement safeguards continuity and protects against hostile or hasty changes to board governance; management contends existing safeguards and director fiduciary duties adequately protect stockholder interests.

This management proposal would replace an 80% threshold for amending the charter’s provision requiring stockholder action to be taken at a meeting (and not by written consent) with a simple majority vote. Management argues the change empowers stockholders to exercise their rights more readily and modernizes governance practices, while existing oversight and processes would continue to limit abuse. The Board supports the measure after repeated outreach to investors; opponents may argue the supermajority protects the company from fragmented shareholder action and preserves orderly governance; management’s view is that a majority threshold better reflects stockholder democracy and market practice.

Management requests shareholder approval for the 2026 Plan to reserve 8,000,000 new shares (plus available shares from the 2015 Plan) for equity awards. The plan is designed to continue the Company’s historical practice of rewarding and retaining talent through RSUs, PSAs, options and other equity instruments, with specific governance guardrails: no automatic change-in-control vesting (except for participant termination without cause or for good reason within specified windows), no evergreen automatic share replenishment, no repricing without shareholder approval, limited share recycling, no dividend equivalents on options/SARs, and per-participant caps (1.5m shares/year and $5m cash cap). The Board and Compensation and Talent Committee view the plan as necessary to retain key employees during a transformative period including the Qorvo merger and to align pay with long-term stockholder value; proxy advisory metrics (burn rate, overhang) and peer benchmarking were considered. The Board recommends approval. Opponents may cite dilution, burn rate, or the size of new-hire inducement awards (e.g., CEO grants) as reasons to oppose; management emphasizes alignment, market competitiveness, and governance features to mitigate dilution and misuse.