Qualcomm (NASDAQ: QCOM) holders back board, LTIP but reject China risk vote

Rhea-AI Filing Summary

Qualcomm Incorporated held its 2026 Annual Meeting of Stockholders on March 17, 2026, where stockholders voted on seven proposals. All 11 director nominees were elected, each receiving more votes "for" than "withhold," and PricewaterhouseCoopers LLP was ratified as independent public accountants.

Stockholders approved, on an advisory basis, the compensation of named executive officers and supported continuing annual advisory votes on executive pay. They also approved an amended and restated 2023 Long-Term Incentive Plan that increases the share reserve by 24,000,000 shares. Two stockholder proposals, one on the ability to call special meetings and another requesting a report on risk of China exposure, did not receive majority support and were not approved.

QUALCOMM INC/DE0000804328false00008043282026-03-172026-03-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

March 17, 2026

Date of Report (Date of earliest event reported)

QUALCOMM Incorporated

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-19528						95-3685934
(Commission File Number)						(IRS Employer Identification No.)

5775 Morehouse Drive, San Diego, California

92121

(Address of principal executive offices)

(Zip Code)

858-587-1121

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.0001 par value			QCOM			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

QUALCOMM Incorporated (the “Company”) held its 2026 Annual Meeting of Stockholders on March 17, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered seven proposals, each of which is described briefly below and in more detail in the Company’s definitive proxy statement dated January 22, 2026. The final voting results for each proposal are set forth below.

Proposal 1 – Election of Directors.

NOMINEE			FOR			WITHHOLD			ABSTAIN			BROKER NON-VOTES
Sylvia Acevedo			738,492,509			11,635,969			1,506,560			159,320,818
Cristiano R. Amon			747,404,384			3,206,235			1,024,419			159,320,818
Mark Fields			747,379,779			3,221,310			1,033,949			159,320,818
Jeffrey W. Henderson			712,655,940			37,697,952			1,281,146			159,320,818
Jeremy (Zico) Kolter			744,674,154			5,914,152			1,046,732			159,320,818
Ann M. Livermore			696,865,197			53,209,054			1,560,787			159,320,818
Mark D. McLaughlin			741,866,543			8,684,600			1,083,895			159,320,818
Jamie S. Miller			747,554,663			3,043,643			1,036,732			159,320,818
Marie Myers			747,495,211			3,157,807			982,020			159,320,818
Irene B. Rosenfeld			695,921,138			54,657,195			1,056,705			159,320,818
Jean-Pascal Tricoire			745,574,514			5,068,438			992,086			159,320,818

Each of the foregoing nominees was elected and each received affirmative votes from more than a majority of the votes cast.

Proposal 2 – Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 27, 2026.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
837,154,935			71,897,607			1,903,314			0

The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting.

The foregoing proposal was approved.

Proposal 3 – Approval, on an advisory basis, of the compensation of our named executive officers.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
686,367,756			61,683,514			3,583,768			159,320,818

The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting.

The foregoing proposal was approved.

Proposal 4 – Approval, on an advisory basis, of the frequency of future advisory votes on our executive compensation.

1 YEAR			2 YEARS			3 YEARS			ABSTAIN			BROKER NON-VOTES
737,573,095			1,296,776			11,120,640			1,644,527			159,320,818

Based on these results, and consistent with the Company’s recommendation and past practice, the Company will continue to hold an advisory vote on executive compensation annually.

Proposal 5 – Approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 24,000,000 shares.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
700,086,875			48,265,613			3,282,550			159,320,818

The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting.

The foregoing proposal was approved.

Proposal 6 – Stockholder proposal entitled “Shareholder Ability to Call for a Special Shareholder Meeting.”

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
316,222,168			432,666,683			2,746,187			159,320,818

The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting.

The foregoing proposal was not approved.

Proposal 7 – Stockholder proposal entitled “Report on Risk of China Exposure.”

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
22,142,415			722,023,888			7,468,735			159,320,818

The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting.

The foregoing proposal was not approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

QUALCOMM Incorporated

Date:

March 19, 2026

By:

/s/ Ann Chaplin

Ann Chaplin

Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did Qualcomm (QCOM) stockholders approve at the 2026 annual meeting?

Qualcomm stockholders elected all director nominees, ratified PricewaterhouseCoopers LLP as auditor, approved executive compensation on an advisory basis, and supported continuing annual say-on-pay votes, confirming the company’s existing board, pay practices, and audit firm for the fiscal year ending September 27, 2026.

How did Qualcomm (QCOM) investors vote on executive compensation in 2026?

Qualcomm investors approved executive compensation on an advisory basis, with 686,367,756 votes for, 61,683,514 against, and 3,583,768 abstentions. This advisory vote indicates overall support for the company’s named executive officer pay program, although a meaningful minority expressed opposition to the compensation structure.

What changes were made to Qualcomm’s 2023 Long-Term Incentive Plan?

Stockholders approved an amended and restated 2023 Long-Term Incentive Plan, increasing the share reserve by 24,000,000 shares. The proposal received 700,086,875 votes for, 48,265,613 against, and 3,282,550 abstentions, allowing Qualcomm to continue granting equity awards under the updated plan framework.

Did Qualcomm (QCOM) shareholders support more frequent say-on-pay votes?

Shareholders favored holding advisory votes on executive compensation every year, with 737,573,095 votes for one year, compared with 1,296,776 for two years and 11,120,640 for three years. Qualcomm will therefore continue its practice of conducting annual say-on-pay votes on executive compensation packages.

How did Qualcomm (QCOM) stockholders vote on the special meeting rights proposal?

Stockholders rejected the shareholder proposal on the ability to call special shareholder meetings, with 316,222,168 votes for and 432,666,683 against. This outcome keeps existing provisions for special meetings unchanged, as the proposal did not obtain the required majority support for adoption.

What was the outcome of the Qualcomm proposal on reporting China exposure risk?

The shareholder proposal titled “Report on Risk of China Exposure” was not approved, receiving 22,142,415 votes for and 722,023,888 against. Stockholders therefore did not require Qualcomm to issue the requested additional report specifically focused on risks related to its exposure to China.

Filing Exhibits & Attachments

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