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Skyworks (NASDAQ: SWKS) holders approve 2026 LTIP but oppose executive pay

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Skyworks Solutions, Inc. reported the results of its annual stockholder meeting. Stockholders approved the 2026 Long-Term Incentive Plan (2026 LTIP), which had previously been adopted by the board subject to stockholder approval, and all nine director nominees were elected with substantial majorities.

Investors ratified KPMG LLP as independent auditor for the 2026 fiscal year. However, stockholders did not approve, on an advisory, non-binding basis, the compensation of the company’s named executive officers, with 54,542,944 votes against and 54,203,161 votes for. Several proposed amendments to the charter to eliminate various supermajority voting provisions also were not approved, despite receiving more votes for than against.

Stockholders approved the 2026 LTIP with 87,120,961 votes for and 21,664,734 votes against. A stockholder proposal requesting a report on greenhouse gas emission reduction efforts was not approved, receiving 18,031,051 votes for and 90,550,272 votes against.

Positive

  • None.

Negative

  • Advisory say-on-pay vote failed, with more votes cast against named executive officer compensation than in favor, and several proposals to remove charter supermajority voting provisions were not approved, leaving existing governance thresholds in place.

Insights

Stockholders backed the LTIP but rejected executive pay and governance changes.

Skyworks stockholders supported the 2026 LTIP and re-elected all directors, signaling broad backing for the board’s composition and long-term incentive structure. Auditor ratification for KPMG LLP also passed comfortably, indicating no visible concern over financial statement oversight.

By contrast, investors did not approve the advisory vote on named executive officer compensation, with slightly more votes against than for. They also did not approve several charter amendments aimed at removing supermajority voting provisions, even though these proposals received far more votes for than against. This leaves existing governance thresholds unchanged and highlights tension between the board’s proposed governance changes and the voting rules that apply to such amendments.

The stockholder proposal on a greenhouse gas emission reduction efforts report failed by a wide margin, suggesting limited support in this vote for additional climate-related reporting beyond current practices. Future proxy materials and governance discussions will likely reference these voting patterns when the company considers adjustments to compensation design or potential re-submission of charter amendments in later years.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Say-on-pay votes for 54,203,161 votes Advisory vote on named executive officer compensation
Say-on-pay votes against 54,542,944 votes Advisory vote on named executive officer compensation
2026 LTIP votes for 87,120,961 votes Approval of 2026 Long-Term Incentive Plan
Auditor ratification votes for 112,917,728 votes Ratification of KPMG LLP for 2026 fiscal year
GHG report proposal votes for 18,031,051 votes Stockholder proposal on greenhouse gas emission reduction report
Example director votes for 107,873,021 votes Election of director nominee Philip G. Brace
2026 Long-Term Incentive Plan financial
"the Company’s stockholders approved the 2026 Long-Term Incentive Plan (the “2026 LTIP”)"
independent registered public accounting firm regulatory
"ratified the selection by the Company’s Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
supermajority vote provisions regulatory
"did not approve an amendment to the Company’s Restated Certificate of Incorporation... to eliminate the supermajority vote provisions"
broker non-votes financial
"Votes For | Votes Against | Votes Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Understanding 8-K Material Events →
0000004127false00000041272026-05-132026-05-13

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
Date of Report (Date of Earliest Event Reported):May 13, 2026
Skyworks Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-0556004-2302115
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
5260 California Avenue92617
Irvine, California
(Address of principal executive offices)
(Zip Code)
(949)231-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.25 per shareSWKSNasdaq Global Select Market
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of stockholders of Skyworks Solutions, Inc. (the “Company”) held on May 13, 2026 (the “Annual Meeting”), the Company’s stockholders approved the 2026 Long-Term Incentive Plan (the “2026 LTIP”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval. The description of the 2026 LTIP contained on pages 80 to 92 of the Company’s Definitive Proxy Statement for the 2026 Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2026, in connection with the Annual Meeting (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the 2026 LTIP is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

At the Annual Meeting, the Company’s stockholders were asked to consider and vote on nine proposals that are described in the Proxy Statement. The results of the voting on each of those proposals were as follows:

1.The Company’s stockholders elected each of Alan S. Batey, Kevin L. Beebe, Philip G. Brace, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke to serve as a director of the Company until the next annual meeting of the Company’s stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

The voting results with respect to each director elected at the Annual Meeting are set forth in the following table:
Nominees
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
Alan S. Batey
90,839,246
17,937,861
157,371
12,941,125
Kevin L. Beebe
91,307,647
17,426,070
200,761
12,941,125
Philip G. Brace
107,873,021
915,837
145,620
12,941,125
Eric J. Guerin
107,768,177
1,010,581
155,720
12,941,125
Christine King
91,823,084
16,968,229
143,165
12,941,125
Suzanne E. McBride
106,787,393
1,903,738
243,347
12,941,125
David P. McGlade
99,721,124
9,056,072
157,282
12,941,125
Robert A. Schriesheim
106,144,737
2,633,151
156,590
12,941,125
Maryann Turcke
94,618,670
14,020,920
294,888
12,941,125

2.The Company’s stockholders ratified the selection by the Company’s Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s 2026 fiscal year.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
112,917,728
8,706,974
250,901
0


3.The Company’s stockholders did not approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
54,203,161
54,542,944
188,373
12,941,125

4.The Company’s stockholders did not approve an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Charter”), to eliminate the supermajority vote provisions relating to stockholder approval of a merger or consolidation, disposition of all or substantially all of the Company’s assets, or issuance of a substantial amount of the Company’s securities.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
108,270,918
561,080
102,480
12,941,125

5.The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provisions relating to stockholder approval of a business combination with any related person.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
108,266,638
562,900
104,940
12,941,125

6.The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provision relating to stockholder amendment of Charter provisions governing directors.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
108,259,191
567,621
107,666
12,941,125

7.The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provision relating to stockholder amendment of the Charter provision governing action by stockholders.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
108,272,665
552,446
109,367
12,941,125

8.The Company’s stockholders voted to approve the 2026 LTIP.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
87,120,961
21,664,734
148,783
12,941,125

9.The Company’s stockholders did not approve a stockholder proposal regarding greenhouse gas emission reduction efforts report.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
18,031,051
90,550,272
353,155
12,941,125



Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1
2026 Long-Term Incentive Plan (incorporated by reference to Annex 1 to the Company’s Definitive Proxy Statement filed with the SEC on April 3, 2026)
104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)




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.
Skyworks Solutions, Inc.
May 19, 2026By:/s/ Robert J. Terry
Name:Robert J. Terry
Title:Senior Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Skyworks Solutions (SWKS) stockholders approve at the 2026 annual meeting?

Stockholders approved the 2026 Long-Term Incentive Plan and re-elected all nine director nominees. They also ratified KPMG LLP as the independent registered public accounting firm for the company’s 2026 fiscal year, confirming support for existing board membership and auditor choice.

Did Skyworks Solutions (SWKS) investors approve executive compensation in 2026?

No. Stockholders did not approve, on an advisory, non-binding basis, the compensation of Skyworks’ named executive officers. There were 54,203,161 votes for and 54,542,944 votes against, with 188,373 abstentions and 12,941,125 broker non-votes recorded on this say-on-pay proposal.

How did Skyworks Solutions (SWKS) stockholders vote on the 2026 Long-Term Incentive Plan?

Investors approved the 2026 Long-Term Incentive Plan, which had been adopted by the board subject to stockholder approval. The plan received 87,120,961 votes for, 21,664,734 votes against, 148,783 abstentions, and 12,941,125 broker non-votes, supporting the company’s long-term equity incentive framework.

Were Skyworks Solutions (SWKS) charter amendments to remove supermajority votes approved?

No. Multiple amendments to the charter intended to eliminate supermajority vote provisions were not approved. Each proposal received far more votes for than against, such as 108,270,918 votes for and 561,080 against on one item, but still did not achieve the approval standard described in the company’s charter.

What happened to the greenhouse gas emission reduction report proposal at Skyworks (SWKS)?

Stockholders did not approve the stockholder proposal requesting a report on greenhouse gas emission reduction efforts. The proposal received 18,031,051 votes for, 90,550,272 votes against, 353,155 abstentions, and 12,941,125 broker non-votes, indicating limited support in this particular vote.

Who was ratified as Skyworks Solutions’ (SWKS) auditor for fiscal 2026?

Stockholders ratified KPMG LLP as Skyworks Solutions’ independent registered public accounting firm for the 2026 fiscal year. The ratification vote totaled 112,917,728 votes for, 8,706,974 votes against, and 250,901 abstentions, with no broker non-votes reported on this proposal.

Filing Exhibits & Attachments

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