Qualcomm (QCOM) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on March 17, 2026, with voting on key proposals and a business update, followed by Q&A.

• Stockholders can vote online, by phone, mail, QR code, or during the meeting; the record date is January 16, 2026.

• The Board recommends voting for all director nominees, ratification of auditors, executive compensation, annual say-on-pay, and the amended LTIP; and against two shareholder proposals.

• Forward-looking statements address compensation, growth, diversification, and sustainability strategies, subject to risks and uncertainties.

Voting matters and shareholder proposals

• Proposals include election of 11 directors, ratification of PricewaterhouseCoopers LLP as auditor, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, approval of amended 2023 LTIP, and two shareholder proposals.

• The Board recommends against a proposal to lower the threshold for shareholders to call special meetings from 25% to 10%.

• The Board recommends against a proposal to require a report on risks related to China exposure, citing existing disclosures and risk management.

Board of directors and corporate governance

• The Board is 92% independent, with an average tenure of 6 years; three new directors joined in 2025, enhancing diversity and expertise.

• The Board has standing Audit, HR and Compensation, and Governance Committees, all composed of independent directors.

• Annual board and committee evaluations are conducted, and majority voting applies in uncontested director elections.

• Stock ownership guidelines require significant equity holdings for executives and directors.

• The Board Chair is independent; a Lead Independent Director is appointed if the Chair is not independent.