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8-KThe WireRoutine

Shareholder Vote

Filed Mar 20, 2025 · 1y ago · Accession 0000804328-25-000018

Plain English

Material event — a significant development the company must disclose promptly.

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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 March 18, 2025 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 2025 Annual Meeting of Stockholders on March 18, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered five proposals, each of which is described briefly below and in more detail in the Company’s definitive proxy statement dated January 23, 2025. 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 756,320,793 8,917,434 1,298,355 167,260,893 Cristiano R. Amon 761,859,052 3,530,121 1,147,409 167,260,893 Mark Fields 761,882,097 3,458,064 1,196,421 167,260,893 Jeffrey W. Henderson 742,089,224 23,013,028 1,434,330 167,260,893 Ann M. Livermore 753,372,900 11,866,771 1,296,911 167,260,893 Mark D. McLaughlin 759,571,067 5,493,371 1,472,144 167,260,893 Jamie S. Miller 761,838,635 3,383,942 1,314,005 167,260,893 Marie Myers 763,615,754 1,630,875 1,289,953 167,260,893 Irene B. Rosenfeld 736,006,631 29,078,421 1,451,530 167,260,893 Kornelis (Neil) Smit 757,356,366 7,717,262 1,462,954 167,260,893 Jean-Pascal Tricoire 754,861,390 10,382,074 1,293,118 167,260,893 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 28, 2025. FOR AGAINST ABSTAIN BROKER NON-VOTES 862,174,546 69,785,408 1,837,521 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 683,449,696 80,282,459 2,804,427 167,260,893 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 of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 22,950,000 shares. FOR AGAINST ABSTAIN BROKER NON-VOTES 700,867,943 63,714,867 1,953,772 167,260,893 The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting. The foregoing proposal was approved. Proposal 5 – Stockholder proposal entitled “Protect Retirement Benefits.” FOR AGAINST ABSTAIN BROKER NON-VOTES 86,392,318 638,365,199 41,779,065 167,260,893 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 20, 2025 By: /s/ Ann Chaplin Ann Chaplin General Counsel and Corporate Secretary
Filing details
Ticker
QCOM
CIK
804328
Form type
8-K
Filing date
Mar 20, 2025
Report date
Mar 18, 2025
Document
qcom-20250318.htm
Size
171 KB