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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): |
|
February 11, 2026 |
Skyworks Solutions, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-05560 |
04-2302115 |
| (State or
other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification
No.) |
| |
|
|
|
5260
California Avenue
Irvine, California | | | 92617 |
| (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 class |
Trading
Symbol(s) |
Name of
each exchange on which registered |
| Common
Stock, par value $0.25 per share |
SWKS |
Nasdaq
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 5.07 | Submission of Matters to a Vote of Security Holders. |
At a special meeting of stockholders (the “Special
Meeting”) held on February 11, 2026, the stockholders of Skyworks Solutions, Inc. (“Skyworks”)
voted to approve the proposals as set forth below. The proposals are described in detail in Skyworks’ definitive joint proxy statement/prospectus
filed with the Securities and Exchange Commission on December 23, 2025 (as amended or supplemented from time to time, the “Proxy
Statement”). The voting results regarding each proposal, as determined by Skyworks’ Inspector of Election, are set forth
below. As of the close of business on December 23, 2025, the record date of the Special Meeting, there were 149,930,299 shares of
common stock, par value $0.25 per share, of Skyworks (“Skyworks Common Stock”), outstanding, each of which was entitled
to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 121,415,377 shares of Skyworks Common Stock, representing
approximately 80.98% of the outstanding shares of Skyworks Common Stock entitled to vote, were present or represented by proxy, constituting
a quorum to conduct business.
Proposal No. 1: To approve the issuance of Skyworks Common
Stock, pursuant to the Agreement and Plan of Merger, dated as of October 27, 2025 (the “Merger Agreement”), by
and among Qorvo, Inc. (“Qorvo”), Comet Acquisition Corp., a wholly-owned subsidiary of Skyworks, Comet Acquisition
II, LLC, a wholly-owned subsidiary of Skyworks, and Skyworks, pursuant to Nasdaq Listing Rule 5635(a) (the “Stock Issuance
Proposal”).
The Stock Issuance Proposal was approved by the requisite vote of Skyworks’
stockholders.
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 120,980,973 |
|
289,580 |
|
144,824 |
|
0 |
Proposal No. 2: To approve the adjournment of the Special
Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there were not sufficient votes at
the time of the Special Meeting to approve the Stock Issuance Proposal or if quorum was not present at the Special Meeting or to ensure
that any supplement or amendment to Skyworks’ joint proxy statement/prospectus was timely provided to Skyworks’ stockholders
(the “Adjournment Proposal”).
Adjournment of the Special Meeting was deemed not necessary because
there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Stock Issuance Proposal.
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 115,407,264 |
|
5,894,295 |
|
113,818 |
|
0 |
Pursuant to the terms of the Merger Agreement, the completion of the
proposed transactions remains subject to certain closing conditions, including (1) the expiration or early termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the proposed transaction
under certain other antitrust and foreign investment regimes, (2) the absence of any order, injunction or law of such jurisdictions
prohibiting the proposed transaction, (3) the accuracy of the other party’s representations and warranties, subject to certain
standards set forth in the Merger Agreement, (4) compliance in all material respects with the other party’s obligations under
the Merger Agreement and (5) the absence of a continuing material adverse effect with respect to each of Skyworks and Qorvo.
Cautionary Statement Regarding Forward-Looking Statements
This document contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Skyworks’ and Qorvo’s current
expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof,
their respective businesses and industries, management’s beliefs and certain assumptions made by Skyworks and Qorvo, all of which
are subject to change. In this context, forward-looking statements often address expected future business and financial performance and
financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “could,” “seek,” “see,” “will,” “may,” “would,”
“might,” “potentially,” “estimate,” “continue,” “expect,” “target,”
similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes.
All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control
and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits
thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any
filing or other action required to consummate the transaction in a timely manner or at all, are not guarantees of future results and are
subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated
in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying
on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion
of the proposed transaction on anticipated terms and timing, including obtaining regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies, expansion and growth of Skyworks’ and Qorvo’s businesses and
other conditions to the completion of the proposed transaction; (ii) failure to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the transaction or integrating the businesses of Skyworks and Qorvo; (iii) Skyworks’
and Qorvo’s ability to implement their business strategies; (iv) pricing trends; (v) potential litigation relating to
the proposed transaction that has been or could be instituted against Skyworks, Qorvo or their respective directors; (vi) the risk
that disruptions from the proposed transaction will harm Skyworks’ or Qorvo’s business, including current plans and operations;
(vii) the ability of Skyworks or Qorvo to retain and hire key personnel; (viii) potential adverse reactions or changes to business
relationships resulting from the announcement, pendency or completion of the proposed transaction; (ix) uncertainty as to the long-term
value of Skyworks’ common stock; (x) legislative, regulatory and economic developments affecting Skyworks’ and Qorvo’s
businesses; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes
under which Skyworks and Qorvo operate; (xiii) potential business uncertainty, including changes to existing business relationships,
during the pendency of the proposed transaction that could affect Skyworks’ or Qorvo’s financial performance; (xiv) restrictions
during the pendency of the proposed transaction that may impact Skyworks’ or Qorvo’s ability to pursue certain business opportunities
or strategic transactions; and (xv) unpredictability and severity of catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as Skyworks’ and Qorvo’s response to any of the aforementioned factors.
These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the final prospectus filed by
Skyworks with the Securities and Exchange Commission (“SEC”) on December 23, 2025 and the definitive proxy statement
filed by Qorvo with the SEC on December 23, 2025 (together, the “Joint Proxy Statement/Prospectus”). While the
list of factors presented here and in the Joint Proxy Statement/Prospectus are considered representative, no such list should be considered
to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the
forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability
to third parties and similar risks, any of which could have a material adverse effect on Skyworks’ or Qorvo’s consolidated
financial condition, results of operations or liquidity. Neither Skyworks nor Qorvo assumes any obligation to publicly provide revisions
or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other applicable laws.
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. |
| |
|
|
| February 11, 2026 |
By: |
/s/ Robert J. Terry |
| |
Name: |
Robert J. Terry |
| |
Title: |
Senior Vice President, General Counsel and Secretary |
