Skyworks Solutions (SWKS) Proxy filing summary

Executive summary

• Fiscal year 2025 saw leadership transition with Philip G. Brace appointed CEO and President in February 2025, and a merger agreement with Qorvo, Inc. announced in October 2025, expected to close within 24–36 months, aiming for a diversified portfolio and significant cost synergies.

• Net revenue reached $4.1 billion, with a GAAP operating margin of 12.2% and non-GAAP margin of 24.4%. Diluted EPS was $3.08 (GAAP) and $5.93 (non-GAAP). Operating cash flow was $1.3 billion, and $1.263 billion was returned to shareholders via buybacks and dividends.

• Key product and technology achievements included expansion in 5G, Wi-Fi 7, automotive, and AI applications, and the company raised its quarterly dividend to $0.71 per share.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, ratification of KPMG LLP as auditor, advisory approval of executive compensation, amendments to eliminate supermajority voting provisions, approval of the 2026 Long-Term Incentive Plan, and a shareholder proposal on greenhouse gas emission reduction reporting.

• The board recommends voting for all company proposals and against the shareholder ESG proposal.

Board of directors and corporate governance

• Nine director nominees, 88.8% independent, with an average tenure of 10.5 years, bring diverse backgrounds in technology, finance, and operations.

• The board is annually elected, uses a majority vote standard, and separates the CEO and Chairman roles for enhanced governance.

• Regular board refreshment, annual assessments, and robust stock ownership requirements are in place.

• Stockholders have rights to call special meetings and proxy access for director nominations.