Skyworks Solutions (SWKS) Proxy filing summary

Executive summary

• Fiscal year 2025 saw a new CEO, Philip G. Brace, and a merger agreement with Qorvo, Inc., expected to bring product diversification, innovation, and cost synergies within 24–36 months post-closing.

• Net revenue reached $4.1B, with a GAAP operating margin of 12.2% and non-GAAP margin of 24.4%. Diluted EPS was $3.08 (GAAP) and $5.93 (non-GAAP).

• $1.263B was returned to shareholders via buybacks and dividends; quarterly dividend increased to $0.71 per share.

• Key technology achievements included 5G content in Android smartphones, Wi-Fi 7 expansion, and new automotive design wins.

Voting matters and shareholder proposals

• Shareholders will vote on nine directors, ratification of KPMG LLP as auditor, say-on-pay, amendments to eliminate supermajority voting, approval of the 2026 Long-Term Incentive Plan, and a shareholder ESG proposal.

• Board recommends FOR all management proposals and AGAINST the shareholder ESG proposal.

Board of directors and corporate governance

• Nine director nominees, 88.8% independent, with an average tenure of 10.5 years and diverse backgrounds.

• Board leadership separated from CEO role; Christine King serves as independent Chairman.

• Annual board and committee assessments, robust stock ownership requirements, and no poison pill.

• Proxy access and special meeting rights available to shareholders.