QUALCOMM INC/DE Announces 2024 Annual Meeting of Stockholders on March 5, 2024

Ticker: QCOM · Form: DEF 14A · Filed: Jan 18, 2024 · CIK: 804328

Qualcomm Inc/De DEF 14A Filing Summary
FieldDetail
CompanyQualcomm Inc/De (QCOM)
Form TypeDEF 14A
Filed DateJan 18, 2024
Risk Level
Pages15
Reading Time18 min
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Virtual Meeting, Stockholder Vote, QUALCOMM

TL;DR

<b>QUALCOMM Incorporated will host its 2024 Annual Meeting of Stockholders virtually on March 5, 2024, encouraging all shareholders to vote.</b>

AI Summary

QUALCOMM INC/DE (QCOM) filed a Proxy Statement (DEF 14A) with the SEC on January 18, 2024. QUALCOMM Incorporated will hold its 2024 Annual Meeting of Stockholders virtually on March 5, 2024, at 8:30 a.m. Pacific Time. The virtual format is intended to facilitate stockholder attendance and participation from any location while reducing costs. The meeting agenda includes a discussion and vote on matters in the Notice of Annual Meeting, a presentation on fiscal 2023 performance, and a Q&A session. Stockholders are encouraged to vote via the Internet, telephone, proxy card, or during the webcast. Cristiano R. Amon, President and CEO, urges stockholders to vote as recommended by the Board of Directors.

Why It Matters

For investors and stakeholders tracking QUALCOMM INC/DE, this filing contains several important signals. The shift to a virtual meeting format aims to increase accessibility for stockholders and reduce logistical costs associated with traditional in-person gatherings. The company is actively soliciting shareholder votes for the upcoming meeting, emphasizing the importance of participation in corporate governance decisions.

Risk Assessment

Risk Level: — QUALCOMM INC/DE shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Stockholders should review the proxy materials and vote their shares according to the Board of Directors' recommendations before the March 5, 2024 meeting.

Key Numbers

  • March 5, 2024 — Annual Meeting Date (2024 Annual Meeting of Stockholders)
  • 8:30 a.m. Pacific Time — Meeting Start Time (2024 Annual Meeting of Stockholders)

Key Players & Entities

  • QUALCOMM INC/DE (company) — Registrant
  • Cristiano R. Amon (person) — President and Chief Executive Officer
  • March 5, 2024 (date) — Date of Annual Meeting
  • 2024 (date) — Year of Annual Meeting
  • 2023 (date) — Fiscal Year Performance

FAQ

When did QUALCOMM INC/DE file this DEF 14A?

QUALCOMM INC/DE filed this Proxy Statement (DEF 14A) with the SEC on January 18, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by QUALCOMM INC/DE (QCOM).

Where can I read the original DEF 14A filing from QUALCOMM INC/DE?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by QUALCOMM INC/DE.

What are the key takeaways from QUALCOMM INC/DE's DEF 14A?

QUALCOMM INC/DE filed this DEF 14A on January 18, 2024. Key takeaways: QUALCOMM Incorporated will hold its 2024 Annual Meeting of Stockholders virtually on March 5, 2024, at 8:30 a.m. Pacific Time.. The virtual format is intended to facilitate stockholder attendance and participation from any location while reducing costs.. The meeting agenda includes a discussion and vote on matters in the Notice of Annual Meeting, a presentation on fiscal 2023 performance, and a Q&A session..

Is QUALCOMM INC/DE a risky investment based on this filing?

Based on this DEF 14A, QUALCOMM INC/DE presents a moderate-risk profile. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks indicated.

What should investors do after reading QUALCOMM INC/DE's DEF 14A?

Stockholders should review the proxy materials and vote their shares according to the Board of Directors' recommendations before the March 5, 2024 meeting. The overall sentiment from this filing is neutral.

How does QUALCOMM INC/DE compare to its industry peers?

QUALCOMM operates in the radio and TV broadcasting and communications equipment industry.

Are there regulatory concerns for QUALCOMM INC/DE?

The filing is a Definitive Proxy Statement (DEF 14A) filed under the Securities Exchange Act of 1934.

Industry Context

QUALCOMM operates in the radio and TV broadcasting and communications equipment industry.

Regulatory Implications

The filing is a Definitive Proxy Statement (DEF 14A) filed under the Securities Exchange Act of 1934.

What Investors Should Do

  1. Review the proxy statement for details on proposals and director nominees.
  2. Vote your shares prior to the March 5, 2024 meeting date.
  3. Participate in the virtual meeting via webcast if desired.

Key Dates

  • 2024-03-05: 2024 Annual Meeting of Stockholders — Key date for stockholder participation and voting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine annual proxy statement and does not represent a change from previous filings in terms of its nature.

Filing Stats: 4,410 words · 18 min read · ~15 pages · Grade level 15 · Accepted 2024-01-18 16:15:46

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 5 PROXY STATEMENT 7 Meeting Information 7 Registered Owners and Beneficial Owners 7 Virtual Meeting 7 Voting Rights and Outstanding Shares 8 Notice of Internet Availability of Proxy Materials 8 Voting Methods 8 How Your Shares Will Be Voted 9 Voting Results 9 Broker Non-Votes and Abstentions 9 Determination of Quorum 10 Revocability of Proxies 10 Proxy Solicitation 10 Stockholder Proposals 10 Householding 10 CORPORATE GOVERNANCE 12 Code of Ethics and Corporate Governance Principles and Practices 12 Board Leadership Structure 12 Board Meetings, Committees and Attendance 13 Board's Role in Risk Oversight 15 Director Nominations 15 Director Service on Other Boards 16 Board Evaluations 17 Majority Voting 17 Stock Ownership Guidelines 17 Communications with Directors 18 Annual Meeting Attendance 18 Director Independence 18 Employee, Officer and Director Hedging and Pledging 18 Environmental, Social and Governance (ESG) 18 Human Capital 19 Management's Ongoing Stockholder Engagement 21 PROPOSAL 1: ELECTION OF DIRECTORS 22 Election of Directors 22 Nominees for Election 23 Required Vote and Board Recommendation 29 PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS 30 Fees for Professional Services 30 Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Public Accountants 30 Representation from PricewaterhouseCoopers LLP at the Annual Meeting 31 Required Vote and Board Recommendation 31 PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 32 Compensation Program Best Practices 32 Effect of this Resolution 32 Required Vote and Board Recommendation 32 PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING

EXECUTIVE COMPENSATION AND RELATED INFORMATION

EXECUTIVE COMPENSATION AND RELATED INFORMATION 52 Compensation Discussion and Analysis 52 Our NEOs for Fiscal 2023 52 Fiscal 2023 Performance 53 Say-on-Pay Vote and Stockholder Outreach 54 Program Overview 54 Other Compensation Components 61 Process and Rationale for Executive Compensation Decisions 63 HR AND COMPENSATION COMMITTEE REPORT 66 COMPENSATION RISK MANAGEMENT 66 COMPENSATION TABLES AND NARRATIVE DISCLOSURES 67 Summary Compensation Table 67 All Other Compensation 68 Grants of Plan-Based Awards 69 Outstanding Equity Awards at Fiscal Year End 70 Option Exercises and Stock Vested During Fiscal 2023 72 Nonqualified Deferred Compensation 72 Potential Post-Employment Payments 73 CEO Pay Ratio 76 Pay Versus Performance 76 DIRECTOR COMPENSATION 80 AUDIT COMMITTEE REPORT 82 OTHER MATTERS 83 APPENDIX A: NON-GAAP FINANCIAL MEASURES A-1 APPENDIX B: AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN B-1 2024 PROXY STATEMENT i TABLE OF CONTENTS Note Regarding Forward-Looking Statements: In addition to historical information, this proxy statement contains forward-looking statements that are inherently subject to risks and uncertainties, including but not limited to statements regarding: our programs, initiatives and goals related to environmental, social and governance matters; our long-term incentive plans, including their impact on talent acquisition and retention and anticipated equity usage thereunder; our executive and director compensation programs and strategies; our growth and diversification strategies; the benefits of our products and technologies; new products and design wins; and our design-win pipeline. Forward-looking statements are generally identified by words such as "expect," "anticipate," "intend," "plan," "goal," "believe," "seek," "estimate," "may," "will," "would" and similar expressions. Actual results may differ materiall

: Gender Identity

Part I: Gender Identity Directors 4 8 — —

: Demographic Background

Part II: Demographic Background African American or Black — 1 — — Alaskan Native or Native American — — — — Asian — — — — Hispanic or Latinx 1 1 — — Native Hawaiian or Pacific Islander — — — — White 3 7 — — Two or More Races or Ethnicities — 1 — — LGBTQ+ 1 Did Not Disclose Demographic Background — 2024 PROXY STATEMENT 3 TABLE OF CONTENTS PROXY STATEMENT OVERVIEW B OARD E XPERIENCE & Q UALIFICATIONS The matrix below summarizes some of the key experiences, qualifications, attributes and skills of each individual director nominee. This summary is not intended to be an exhaustive list of each of our director nominee's skills or contributions to the Board. Further information on each director nominee, including specific experience, qualifications, attributes or skills is set forth in "Nominees for Election" beginning on page 23 of this proxy statement. Name Executive Leadership Public Company Board Experience Technology Industry Accounting | Finance Public Policy | Political Affairs International

Business

Business Information Security Climate | Environmental Sylvia Acevedo Cristiano Amon Mark Fields Jeffrey W. Henderson Gregory N. Johnson Ann M. Livermore Mark McLaughlin Jamie S. Miller Irene B. Rosenfeld Kornelis (Neil) Smit Jean-Pascal Tricoire Anthony J. Vinciquerra Category Description Executive Leadership Experience in a senior leadership role at a public company or other large organization Public Company Board Service Experience on the board of directors of at least one other public company Technology Industry Experience in a company or companies in the information technology industry, including semiconductors and semiconductor equipment, software and information technology services, and technology hardware and equipment Accounting | Finance Experience in financial accounting, financial reporting, corporate finance, auditing, internal controls and procedures, capital markets and/or capital allocation in a public company or other large organization Public Policy | Political Affairs Experience as a member of government and/or through extensive interactions with government, policymakers or government agencies International Business Experience in a business with significant international operations and in a role with responsibility in international markets Information Security Experience in cybersecurity, information technology security and/or data security Climate | Environmental Experience or education in climate or environmental policy, corporate sustainability and/or other areas related to climate or the environment, including the assessment and management of climate-related risks 4 2024 PROXY STATEMENT TABLE OF CONTENTS PROXY STATEMENT OVERVIEW

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Compensation Program Best Practices Our compensation program is market-based and supports our business strategy. We avoid problematic pay practices and have implemented compensation plans that reinforce a performance-based company culture. What We Do What We Don't Do A significant portion of our executive officers' compensation varies with the Company's performance. For fiscal 2023, 61% of our CEO's target total direct compensation and 60% of our other named executive officers' (NEOs') aggregate target total direct compensation was based on Company performance. Our LTIP and Change in Control Severance Plan include a "double-trigger" provision for vesting of equity in connection with a change in control. In the event of a change in control where the acquiror assumes our outstanding unvested equity awards, the vesting of an executive officer's awards would accelerate only if the executive officer experiences a qualifying termination of employment in connection with the change in control. Awards that are not assumed will vest in accordance with the terms of the Long-Term Incentive Plan (LTIP) and applicable award agreements. We have an incentive compensation repayment ("clawback") policy that is applicable to cash and equity incentive compensation. We require executive officers to repay to us earned amounts under our ACIP and PSUs if required by our clawback policy, applicable regulations or stock exchange rules. Effective October 2, 2023, we adopted an enhanced clawback policy in accordance with the latest SEC rules and NASDAQ listing standards, a copy of which is publicly filed with our Annual Report on Form 10-K. We have a balanced approach to our incentive compensation programs with differentiated measures and time periods, and an ACIP modifier for human capital advancements. Our fiscal 2023 Annual Cash Incentive Plan (ACIP) is based on one year Adjusted Revenues and Adjusted Operating Income, with a modifier for h

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