Skyworks Solutions (SWKS) Proxy Filing summary

Executive summary

• Generated $4.2 billion in net revenue and $1.825 billion in operating cash flow for fiscal year 2024, with a 15.3% GAAP operating margin and 27.2% non-GAAP margin.

• Increased quarterly dividend to $0.70 per share and returned $516 million to shareholders via dividends and buybacks.

• Appointed Philip G. Brace as President and CEO in February 2025 after a comprehensive succession process.

• Achieved design wins in 5G, automotive, IoT, and infrastructure, and secured IATF 16949 certification at multiple facilities.

Voting matters and shareholder proposals

• Election of nine directors to serve until the 2026 annual meeting.

• Ratification of KPMG LLP as independent auditor for fiscal year 2025.

• Advisory vote on executive compensation (say-on-pay).

• Stockholder proposal to adopt simple majority voting; Board makes no recommendation.

• Stockholder proposal to require disclosure of all material Scope 3 greenhouse gas emissions; Board recommends voting against.

Board of directors and corporate governance

• Board comprises nine nominees, 88.8% independent, with an average tenure of 9.4 years.

• Board refreshment ongoing, with four new directors since 2022.

• Chairman and CEO roles separated; Chairman is independent.

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

• Proxy access and special meeting rights available to shareholders.