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SWKS > SEC Filings for SWKS > Form 8-K on 13-May-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Financial Statements and Exhi

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of stockholders of Skyworks Solutions, Inc. (the "Company") held on May 7, 2013 (the "Annual Meeting"), the Company's stockholders approved an amended version of the Company's Amended and Restated 2005 Long-Term Incentive Plan (the "2005 LTIP") which

         provides that shares of the Company's common stock used to pay the
          exercise price for an award or to satisfy tax withholding obligations
          with respect to an award will not be added back to the number of shares
          available for the grant of new awards under the 2005 LTIP;

         confirms that if the Company purchases shares in the market with the
          proceeds the Company receives in connection with the exercise of an
          award granted under the 2005 LTIP, such shares will not be added to the
          shares available for the grant of new awards under the 2005 LTIP;

         confirms that the number of shares of common stock under the 2005 LTIP
          will be reduced when a stock appreciation right is exercised for stock
          based on the percentage of the stock appreciation right that is
          exercised and not just by the number of shares issued;

         prohibits the Company's Board of Directors from permitting payment of
          the exercise price of a stock option with a promissory note;

         broadens and clarifies the limitations on the Company's ability to take
          any action that could constitute a repricing of a stock option or stock
          appreciation right;

limits the maximum term of stock appreciation rights to seven (7) years;

         requires that dividends or dividend equivalents granted with respect to
          restricted stock and restricted stock units, respectively, not be paid
          until the applicable award vests (i.e., the award is no longer subject
          to forfeitability provisions and contractual restrictions on transfer
          and, in the case of restricted stock units, the shares have been

         expands the provisions related to compliance with Section 409A of the
          Internal Revenue Code, or the Code;

         increases the number of shares of our common stock available for awards
          under the 2005 LTIP by 10.8 million shares; and

         extends the term during which awards may be made under the 2005 LTIP
          until December 31, 2017.

The last two amendments in the bullet point list above specifically required the approval of the Company's stockholders in order to become effective. A description of the terms of the 2005 LTIP, as amended (the "Amended 2005 LTIP") was included in Proposal 2 of the Company's definitive proxy statement that was filed with the Securities and Exchange Commission on March 28, 2013 in connection with the Annual Meeting (the "Proxy Statement"). The following brief description of the Amended 2005 LTIP is qualified in its entirety by reference to the complete text of the Amended 2005 LTIP a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference:
The Amended 2005 LTIP provides for the grant of nonqualified stock options, restricted stock awards, stock appreciation rights and other stock unit awards, including the grant of shares based upon certain conditions such as performance-based conditions (collectively, "Awards") Employees, officers, consultants and advisors of the Company and its subsidiaries, and of other business ventures in which the Company has a controlling interest, are eligible to be granted Awards under the Amended 2005 LTIP. The maximum number of shares with respect to which Awards may be granted to any participant under the Amended 2005 LTIP is 1,500,000 shares per calendar year. The maximum amount of cash that can be paid pursuant to a cash-based award under the Amended 2005 LTIP is $1.5 million per fiscal year per person. The Amended 2005 LTIP is administered by the Company's Board of Directors. The Board of Directors has the authority to adopt, amend and repeal the administrative rules, guidelines and practices relating to the Amended 2005 LTIP and to interpret the provisions of the Amended 2005 LTIP. Pursuant to the terms of the Amended 2005 LTIP, the Board of Directors may delegate authority under the Amended 2005 LTIP to one or more committees or subcommittees of the Board of Directors. The Board of Directors has authorized its Compensation Committee to administer certain aspects of the Amended 2005 LTIP, including the granting of options to executive officers
The Board of Directors may at any time amend, suspend or terminate the Amended 2005 LTIP, except that no Award designated as subject to Section 162(m) of the Code by the Board of Directors after the date of such amendment shall

become exercisable, realizable or vested unless and until such amendment shall have been approved by the Company's stockholders (if required by Section 162(m)).
No Award may be granted under the Amended 2005 LTIP after December 31, 2017, but Awards previously granted may extend beyond that date. Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on May 7, 2013, the Company's stockholders were asked to consider and vote on four proposals that are described in the Proxy Statement. The results of the voting on each of those proposals were as follows:

1. The Company's stockholders elected each of Messrs. David J. Aldrich, Kevin L. Beebe, Timothy R. Furey, Balakrishnan S. Iyer, Thomas C. Leonard, David P. McGlade, David J. McLachlan, and Robert A. Schriesheim to serve as a director of the Company until the next annual meeting of the Company's stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

The voting results with respect to each director elected at the annual meeting are set forth in the following table:

Nominees                 Votes For    Votes Withheld   Broker Non-Votes
David J. Aldrich        136,248,930     2,329,369         25,775,056
Kevin L. Beebe          132,982,567     5,595,732         25,775,056
Timothy R. Furey        131,713,840     6,864,459         25,775,056
Balakrishnan S. Iyer    114,632,477     23,945,822        25,775,056
Thomas C. Leonard       136,149,270     2,429,029         25,775,056
David P. McGlade        133,323,409     5,254,890         25,775,056
David J. McLachlan      135,744,113     2,834,186         25,775,056
Robert A. Schriesheim   133,646,594     4,931,705         25,775,056

2. The Company's stockholders voted to approve the Amended and Restated 2005 Long-Term Incentive Plan,as amended.

Votes For Votes Against Votes Abstain Broker Non-Votes 99,802,401 37,941,516 834,382 25,775,056

3. The Company's stockholders voted to approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement (the "Say-On-Pay Vote").

Votes For Votes Against Votes Abstain Broker Non-Votes 129,134,734 8,549,029 894,536 25,775,056

4. The Company's stockholders ratified the selection by the Company's Audit Committee of KPMG LLP as the Company's independent registered public accounting firm for the Company's 2013 fiscal year.

Votes For Votes Against Votes Abstain Broker Non-Votes 160,647,507 2,904,910 800,938 0

Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan, as amended

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