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Executive Change · Shareholder Vote

Filed Apr 6, 2023 · 3y ago · Accession 0001730168-23-000052

Plain English

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

Read the source below for the full document.

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): April 6, 2023   Broadcom Inc. (Exact Name of Registrant as Specified in Charter)     Delaware 001-38449 35-2617337 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 1320 Ridder Park Drive San Jose, California 95131-2313 (Address of principal executive offices including zip code) (408) 433-8000 ( 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, $0.001 par value AVGO The 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e)    As described in Item 5.07 below, at the 2023 Annual Meeting of Stockholders on April 3, 2023 (the “2023 Annual Meeting”), the stockholders of Broadcom Inc. (“Broadcom”) approved the amendment and restatement of the 2012 Stock Incentive Plan (the “2012 Plan”). The Board of Directors of Broadcom had previously approved the 2012 Plan on February 6, 2023, subject to stockholder approval. All executive officers of Broadcom are eligible to participate in the 2012 Plan. Item 5.07.     Submission of Matters to a Vote of Security Holders. At the 2023 Annual Meeting, the Broadcom stockholders voted on the following matters and cast their votes as set forth below: (1) T he nine nominees were elected to serve as directors of Broadcom until the next annual meeting of stockholders or until their successors have been elected: Name For Against Abstain Broker Non-Votes Diane M. Bryant 305,968,175 32,990,597 185,578 33,995,313 Gayla J. Delly 335,250,160 3,712,380 181,810 33,995,313 Raul J. Fernandez 335,050,222 3,892,636 201,492 33,995,313 Eddy W. Hartenstein 270,500,911 68,445,897 197,542 33,995,313 Check Kian Low 302,879,425 36,075,842 189,083 33,995,313 Justine F. Page 337,145,694 1,821,578 177,078 33,995,313 Henry Samueli, Ph.D. 331,420,390 7,565,207 158,753 33,995,313 Hock E. Tan 338,356,295 647,634 140,421 33,995,313 Harry L. You 206,154,557 132,804,793 185,000 33,995,313 (2) A proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Broadcom for the fiscal year ending October 29, 2023 was approved: For Against Abstain Broker Non-Votes 368,187,655 4,664,492 287,516 0 (3) A proposal to approve an amendment and restatement of the 2012 Stock Incentive Plan was approved: For Against Abstain Broker Non-Votes 243,920,225 93,648,191 1,575,934 33,995,313 (4) An advisory vote to approve the named executive officer compensation was not approved: For Against Abstain Broker Non-Votes 109,116,393 228,382,090 1,645,867 33,995,313 (5) A majority of stockholders voted for 1 Year on an advisory vote on the frequency of the advisory vote on named executive officer compensation: 1 year 2 years 3 years Abstain Broker Non-Votes 333,255,177 266,327 4,041,121 1,581,725 33,995,313 Based on these results, and consistent with Broadcom’s recommendation and past practice, Broadcom will continue to hold an advisory vote on named executive officer compensation annually. SIGNATURE 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. Date:  April 6, 2023   Broadcom Inc. By:        /s/ Kirsten M. Spears Name:   Kirsten M. Spears Title:     Chief Financial Officer and Chief Accounting Officer
Filing details
Ticker
AVGO
CIK
1730168
Form type
8-K
Filing date
Apr 6, 2023
Report date
Apr 6, 2023
Document
avgo-20230406.htm
Size
183 KB