Broadcom (AVGO) Proxy Filing summary

Executive summary

• Record fiscal 2025 results: $63.9B revenue (+24% YoY), $27.5B cash from operations (+38% YoY), $26.9B free cash flow (+39% YoY), driven by AI semiconductor and VMware software growth.

• AI semiconductor revenue rose 65% to $20.2B, representing 55% of semiconductor revenue; infrastructure software revenue up 26% to $27.0B.

• Total stockholder return (TSR) over five years reached 1,082%, with market cap increasing from $141.4B to $1.7T.

• $13.6B returned to stockholders in 2025 via $11.1B dividends and $2.5B buybacks; quarterly dividend increased 10% for 2026.

• Board granted CEO Hock Tan a new PSU award in 2025 to secure leadership through 2030, with rigorous AI revenue targets.

Voting matters and shareholder proposals

• Election of eight director nominees for one-year terms.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026.

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

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board to reduce from nine to eight members post-meeting; 88% of nominees are independent.

• Separate Chairman (independent) and CEO roles; annual election of all directors.

• Robust stock ownership guidelines: 6x base salary for CEO, 3x for other executives, 5x annual retainer for directors.

• Active CEO and senior management succession planning, with annual reviews and development plans for internal candidates.

• Proxy access, no supermajority voting, no poison pill, and annual board/committee evaluations.