QUALCOMM Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$QCOM
Radio And Television Broadcasting And Communications Equipment
Technology
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)
QUALCOMM Incorporated
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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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 2026 Annual Meeting of Stockholders on March 17, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered seven proposals, each of which is described briefly below and in more detail in the Company’s definitive proxy statement dated January 22, 2026. 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 | 738,492,509 | 11,635,969 | 1,506,560 | 159,320,818 | ||||||||||
Cristiano R. Amon | 747,404,384 | 3,206,235 | 1,024,419 | 159,320,818 | ||||||||||
| Mark Fields | 747,379,779 | 3,221,310 | 1,033,949 | 159,320,818 | ||||||||||
| Jeffrey W. Henderson | 712,655,940 | 37,697,952 | 1,281,146 | 159,320,818 | ||||||||||
Jeremy (Zico) Kolter | 744,674,154 | 5,914,152 | 1,046,732 | 159,320,818 | ||||||||||
| Ann M. Livermore | 696,865,197 | 53,209,054 | 1,560,787 | 159,320,818 | ||||||||||
| Mark D. McLaughlin | 741,866,543 | 8,684,600 | 1,083,895 | 159,320,818 | ||||||||||
Jamie S. Miller | 747,554,663 | 3,043,643 | 1,036,732 | 159,320,818 | ||||||||||
| Marie Myers | 747,495,211 | 3,157,807 | 982,020 | 159,320,818 | ||||||||||
| Irene B. Rosenfeld | 695,921,138 | 54,657,195 | 1,056,705 | 159,320,818 | ||||||||||
Jean-Pascal Tricoire | 745,574,514 | 5,068,438 | 992,086 | 159,320,818 | ||||||||||
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 27, 2026.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 837,154,935 | 71,897,607 | 1,903,314 | 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 | ||||||||
| 686,367,756 | 61,683,514 | 3,583,768 | 159,320,818 | ||||||||
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, on an advisory basis, of the frequency of future advisory votes on our executive compensation.
1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTES | ||||||||||
| 737,573,095 | 1,296,776 | 11,120,640 | 1,644,527 | 159,320,818 | ||||||||||
Based on these results, and consistent with the Company’s recommendation and past practice, the Company will continue to hold an advisory vote on executive compensation annually.
Proposal 5 – Approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 24,000,000 shares.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 700,086,875 | 48,265,613 | 3,282,550 | 159,320,818 | ||||||||
The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting.
The foregoing proposal was approved.
Proposal 6 – Stockholder proposal entitled “Shareholder Ability to Call for a Special Shareholder Meeting.”
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 316,222,168 | 432,666,683 | 2,746,187 | 159,320,818 | ||||||||
The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting.
The foregoing proposal was not approved.
Proposal 7 – Stockholder proposal entitled “Report on Risk of China Exposure.”
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 22,142,415 | 722,023,888 | 7,468,735 | 159,320,818 | ||||||||
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 19, 2026 | By: | /s/ Ann Chaplin | |||||||||||||||||
| Ann Chaplin | ||||||||||||||||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||||||||