UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

SKYWORKS SOLUTIONS, INC.

(Name of Registrant as Specified In Its Charter)​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

March   , 2024

Dear Stockholder:

I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Skyworks Solutions, Inc., to be held at:

Time:	11:00 a.m. PDT
Date:	Tuesday, May 14, 2024
Website:	www.virtualshareholdermeeting.com/SWKS2024

You will be able to attend and participate in the Annual Meeting online at the website address above, where you will be able to listen to the meeting live, submit questions, and vote. We look forward to your participation online or by proxy. The attached Notice of 2024 Annual Meeting of Stockholders and Proxy Statement describe the matters that we expect to be acted upon at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting online, and regardless of how many shares you own, it is important that your shares be represented at the Annual Meeting. Accordingly, if you are a stockholder of record, we urge you to complete the proxy and return it to us promptly in the postage prepaid envelope provided, or to complete and submit your proxy by telephone or via the internet in accordance with the instructions on the proxy card. If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. If you do attend the Annual Meeting online and wish to vote at that time, you may revoke a previously submitted proxy by voting at the meeting.

Sincerely yours,

Liam K. Griffin
Chairman, Chief Executive Officer and President

Letter from Lead Independent Director

Dear Fellow Stockholder:

On behalf of the entire Board of Directors, I thank you for your continued support of Skyworks. Despite macroeconomic headwinds, our resilient business model and operational excellence allowed us to deliver solid results in fiscal year 2023, including generating annual operating cash flow of $1.856 billion, up 30% year-over-year. In addition, the Company continued making investments in strategic growth areas, expanding our customer base and diversifying the reach of our business.

The Board remains committed to providing robust oversight of the Company’s strategy, including key risks and opportunities. As we head toward our 2024 Annual Meeting, I would like to share some important focus areas from the past year:

•

Board Oversight of Risk: Our Board is responsible for risk oversight and treats that role with the utmost importance. While the management team is responsible for day-to-day risk management and for bringing to our attention any significant risks, the Board regularly engages in both the processes management utilizes to identify, assess and manage risk and ongoing plans to address any identified risks. Additionally, we regularly consider business risk in connection with our evaluation of corporate strategy, including in our annual review of the Company’s strategic plan. Our Board is comprised of experienced and qualified directors who are well-positioned to oversee long-term corporate strategy and operational execution, and their diverse qualifications and viewpoints add significant contributions to our overall risk oversight function.

•

Regular Engagement with Stockholders: Our Board believes that stockholder engagement is a fundamental element of sound corporate governance. In 2023, we continued a high level of engagement with stockholders. The Company proactively reached out to stockholders representing approximately 51% of our outstanding stock and spoke with every such stockholder that wanted to engage. Topics of discussion varied and included executive compensation, corporate governance and sustainability efforts. Notably, coming out of our discussions with stockholders, we made changes to our compensation program by returning the short-term incentive performance period for fiscal year 2024 from two semi-annual periods to one annual period. Dialogue with stockholders throughout the year is critical to providing the Board with important feedback needed to better understand our stockholders’ priorities on a wide range of topics. I look forward to continued engagement with our stockholders.

•

Corporate Responsibility and Sustainability: The Board, and in particular our Nominating and Corporate Governance Committee, oversees corporate responsibility and sustainability. As part of our commitment, we disclose key initiatives and progress toward our sustainability goals. Last year, we published our 2022 Sustainability Report, where we provided key updates on many topics, including environmental responsibility, cybersecurity, supply chain management, health and safety, human rights, ethics, and human capital management. On environmental topics in particular, we were pleased to share improvements in water use efficiency, hazardous waste generation rates, and year-over-year emissions rate reductions in scope 1 and 2 CO2e emissions. We are also excited about our continued improvements in emissions and water use reductions in 2023 and our focus on driving further emission and water use reductions throughout 2024 and in the future. During our stockholder engagement in the fall and winter of 2023, many of our stockholders provided feedback in support of our sustainability journey and encouraged us to continue on our path.

Thank you for your investment in Skyworks and continued confidence in the Board. We look forward to continuing our dialogue with you in the year to come.

With appreciation,

Christine King
Lead Independent Director
Chairman, Compensation Committee
Member, Audit Committee

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Date and Time	Location	Record Date
May 14, 2024 11:00 a.m. PDT	www.virtualshareholdermeeting.com/​ SWKS2024	March 20, 2024

Items of Business

1.

To elect nine individuals nominated to serve as directors of the Company with terms expiring at the 2025 Annual Meeting of Stockholders and named in the Proxy Statement;

2.

To ratify the selection by the Company’s Audit Committee of KPMG LLP as the independent registered public accounting firm for the Company for fiscal year 2024;

3.

To approve, on an advisory basis, the compensation of the Company’s named executive officers;

4 – 7.

To approve four separate amendments to the Company’s Restated Certificate of Incorporation to eliminate the supermajority vote provisions relating to (a) stockholder approval of a merger or consolidation, disposition of all or substantially all of the Company’s assets, or issuance of a substantial amount of the Company’s securities; (b) stockholder approval of a business combination with any related person; (c) stockholder amendment of charter provisions governing directors; and (d) stockholder amendment of the charter provision governing action by stockholders;

8.

To approve the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan;

9.

To approve an amendment to the Company’s 2002 Employee Stock Purchase Plan, as amended;

10.

To consider two stockholder proposals, if properly presented at the Annual Meeting; and

11.

To transact such other business as may properly come before the Annual Meeting.

Your Vote Is Important.

To ensure your representation at the Annual Meeting, please submit your proxy or voting instructions as soon as possible by using any of the following methods, as described in greater detail on your proxy card or voter instruction form.

Internet	Phone	Mail

The accompanying Proxy Statement includes further information about how to attend the Annual Meeting online, vote your shares online during the Annual Meeting, and submit questions online during the Annual Meeting.

By Order of the Board of Directors,

Robert J. Terry
Senior Vice President, General Counsel and Secretary
Irvine, California • March   , 2024

PROXY STATEMENT 2024

Table of Contents

Proxy Statement Summary	1
Proposal 1: Election of Directors	8
Nominees for Election	10
Board Diversity Matrix	16
Corporate Governance	17
Committees of the Board of Directors	21
Role of the Board of Directors in Risk Oversight	25
Compensation Committee Interlocks and Insider Participation	26
Certain Relationships and Related Person Transactions	26
Proposal 2: Ratification of Independent Registered Public Accounting Firm	28
Audit Fees	29
Report of the Audit Committee	30
Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers (“Say-on-Pay” Vote)	31
Information About Executive and Director Compensation	32
Summary and Highlights	32
Compensation Discussion and Analysis	33
Compensation Tables for Named Executive Officers	47
Pay versus Performance	58
Director Compensation	62
Compensation Committee Report	64
Proposals 4 – 7: Approval of Amendments to Charter to Eliminate Supermajority Vote Provisions	65

Proposal 8: Approval of the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan	71
Proposal 9: Approval of Amendment to the 2002 Employee Stock Purchase Plan, as amended	86
Proposal 10: Stockholder Proposal Regarding Named Executive Officer Termination Payments	92
Statement of Opposition by the Board of Directors	94
Proposal 11: Stockholder Proposal Regarding Adoption of Greenhouse Gas Emissions Reduction Targets	96
Statement of Opposition by the Board of Directors	98
Security Ownership of Certain Beneficial Owners and Management	100
General Information	102
Other Proposed Action	108
Other Matters	108
Appendix A: Unaudited Reconciliations of Non-GAAP Financial Measures	110
Discussion Regarding the Use of Non-GAAP Financial Measures	111
Appendix B: Provisions of Charter Subject to Potential Amendment	113
Annex C: Second Amended and Restated 2015 Long-Term Incentive Plan	120
Annex D-1: 2002 Employee Stock Purchase Plan, as amended	143
Annex D-2: Amendment to 2002 Employee Stock Purchase Plan, as amended	152

Proxy Statement

PROXY STATEMENT SUMMARY

This summary highlights financial and other accomplishments during fiscal year 2023, as well as information generally contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in advance of the 2024 Annual Meeting of Stockholders, and we encourage you to read the entire Proxy Statement before voting your shares.

2024 Annual Meeting of Stockholders

Date and Time	Location	Record Date
May 14, 2024 11:00 a.m. PDT	www.virtualshareholdermeeting.com/​ SWKS2024	March 20, 2024

Matters to be Voted Upon

Your vote is very important to us. Please cast your vote on all of the proposals to ensure that your shares are represented.

Proposal		Required Vote for Approval	Board Recommendation	​	See Page
1.	Election of Directors	For each director, majority of votes cast	FOR Each Nominee		8
2.	Ratification of Appointment of KPMG LLP	Majority of votes present and entitled to vote	FOR		28
3.	Advisory Vote to Approve Compensation of Named Executive Officers	Majority of votes present and entitled to vote	FOR		31
4 – 7.	Approve Amendments to Restated Certificate of Incorporation to Eliminate Supermajority Vote Provisions	80% (or 90% in case of Proposal 5) of shares outstanding	FOR		65
8.	Approve Second Amended and Restated 2015 Long-Term Incentive Plan	Majority of votes present and entitled to vote	FOR		71
9.	Approve Amendment to 2002 Employee Stock Purchase Plan, as Amended	Majority of votes present and entitled to vote	FOR		86
10 – 11.	Two Stockholder Proposals, if Properly Presented at the Annual Meeting	Majority of votes present and entitled to vote	AGAINST		92

Proxy Statement 1

Financial Highlights from Fiscal Year 2023

During the fiscal year ended September 29, 2023 (“fiscal year 2023”), the Company delivered solid results despite ongoing macroeconomic volatility, reflecting our resilient business model and operational excellence. We continued making strategic investments in growth areas, expanded our customer base and diversified the reach of our business, positioning us to capture new opportunities across a range of markets benefitting from secular trends.

•

Delivered net revenue of $4.8 billion

•

Achieved operating margin of 23.6% on a GAAP basis (33.6% on a non-GAAP basis)(1)

•

Posted diluted earnings per share of $6.13 on a GAAP basis ($8.52 on a non-GAAP basis)(1)

•

Generated annual operating cash flow of $1.856 billion, up 30% year-over-year and free cash flow of $1.646 billion, up 76% year-over-year

•

Raised our quarterly dividend from $0.62 per share to $0.68 per share

•

Returned approximately $580 million to stockholders through repurchasing 1.9 million shares of our common stock for $175 million and through payments of $405 million in cash dividends

•

Repaid $900 million of debt

•

Total stockholder return over the last 10 years was 360%, compared to 208% for the companies in the S&P 500 Index(2)

(1)

Please see table on page 110 for a full reconciliation of non-GAAP results to GAAP results.

(2)

Source: FactSet. Represents TSR for the ten-year period ended September 29, 2023.

2 Proxy Statement

Other Accomplishments from Fiscal Year 2023

Throughout fiscal year 2023, our connectivity and analog mixed-signal solutions enabled a broad set of applications across mobile, IoT, automotive, industrial, data center and 5G wireless infrastructure, providing essential technologies and products to industry-leading customers throughout the world. Highlights from the year include:

•

Secured high-performance 5G content for premium Android smartphones

•

Supported launches of Wi-Fi 6E and 7 platforms for network communication, consumer electronics and infrastructure applications

•

Achieved design wins for onboard chargers, battery management systems and in-vehicle infotainment systems across leading automotive OEMs

•

Ramped timing solutions for AI-enabled data centers at a leading cloud provider

•

Delivered 5G small cell deployments with leading global operators

•

Enabled next-generation IoT solutions supporting smart energy and factory automation

(3)

Please see table on page 110 for a full reconciliation of non-GAAP results to GAAP results.

Proxy Statement 3

Our Director Nominees

Nine nominees, each of whom currently serves as a director, have been nominated for election to our Board of Directors (the “Board”) to serve until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Additional information on each nominee may be found below under “Election of Directors.” The following table lists the nine nominees, their age, the year such nominees were first elected as directors of the Company, their principal occupation, their independence status, their Board committee membership(s) as of March 1, 2024, and the number of other public company boards on which they serve.

Name	Age		Director Since		Principal Occupation	Independent		Committee Memberships	Other Public Company Boards
Liam K. Griffin Chairman of the Board	​	57	​	2016	Chairman, CEO and President, Skyworks Solutions	​	​	—	​	—
Christine King Lead Independent Director	​	74	​	2014	Retired Executive Chairman, QLogic	​	•	AC, CC (C)	​	—
Alan S. Batey	​	61	​	2019	Retired EVP and President of North America, General Motors	​	•	CC	​	—
Kevin L. Beebe	​	65	​	2004	President and CEO, 2BPartners	​	•	NCGC (C)	​	2
Eric J. Guerin	​	52	​	2022	CFO, RB Global, Inc.	​	•	AC	​	—
Suzanne E. McBride	​	55	​	2022	COO, Iridium Communications	​	•	NCGC	​	1
David P. McGlade	​	63	​	2005	Retired Executive Chairman, Intelsat	​	•	AC (C), NCGC	​	—
Robert A. Schriesheim	​	63	​	2006	Chairman, Truax Partners	​	•	AC, CC	​	1
Maryann Turcke	​	58	​	2023	Former Chief Operating Officer, National Football League	​	•	NCGC	​	2

“AC” indicates Audit Committee, “CC” indicates Compensation Committee, “NCGC” indicates Nominating and Corporate Governance Committee, and “(C)” indicates Committee Chair

The nine director nominees standing for reelection to the Board have diverse backgrounds, skills, and experiences. We believe their varied backgrounds contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior management team.

4 Proxy Statement

Corporate Governance Highlights

The Company has a proven track record of sound and effective corporate governance practices and policies, including those highlighted below.

Corporate Governance Best Practices
Annually Elected Directors	All of our directors are elected annually
Majority Vote Standard	In uncontested elections, directors are elected by a majority of votes cast
Lead Independent Director	Our Lead Independent Director role has a robust set of duties set forth in our corporate governance guidelines
Executive Sessions	Our independent directors regularly meet in executive sessions without management, with the Lead Independent Director presiding
Independent Board Committees	All members of the Board’s three standing committees are independent directors
Board Refreshment	Our Board regularly takes steps to refresh its membership, including adding three new directors since 2022
Risk Assessment	Our Board and its committees regularly review management’s processes for identifying, assessing, and managing risks
Annual Board Assessment	The Nominating and Corporate Governance Committee oversees an annual evaluation of the effectiveness of the Board, each committee, and individual directors
Executive Succession Plan	The Board periodically reviews and approves the executive succession plan in consultation with the Compensation Committee and the Chief Executive Officer
No “Poison Pill”	The Board has not adopted a “poison pill”
Stock Ownership Requirements	All directors and executive officers are subject to robust stock ownership requirements
Prohibition on Pledging	We prohibit our directors and employees from pledging Company securities
Special Meeting Right	Our stockholders have the right to call a special meeting of the Company’s stockholders
Proxy Access	Eligible stockholders may nominate their own director nominees to be included in the Company’s proxy materials
Regular Stockholder Engagement	We regularly conduct outreach to our stockholders to understand their perspectives on governance matters
Director Commitments	All directors are subject to our policy on director public company board commitments and annual review by the Nominating and Corporate Governance Committee regarding those commitments

Proxy Statement 5

Compensation Highlights

Under our pay-for-performance philosophy, we believe that executive compensation should be strongly aligned with the interests of our long-term stockholders. As a result, a substantial portion of each Named Executive Officer’s annual compensation is tied to Company performance and stock price performance. The charts below show the target total direct compensation mix for fiscal year 2023 for our Chief Executive Officer and the average for the other Named Executive Officers, in each case reflecting actual salary, target short-term incentive award, and the grant date fair value of long-term stock-based compensation awards.

6 Proxy Statement

Stockholder Engagement

Engagement with the Company’s stockholders is a critical part of our commitment to good corporate governance, and we regularly conduct outreach to our stockholders to understand their perspectives on governance matters. Most recently, we engaged in formal stockholder outreach following the 2023 Annual Meeting and through December 2023. We initiated outreach to more than twenty of our largest institutional stockholders representing approximately 51% of the Company’s shares outstanding. Stockholders representing approximately 36% of the Company’s shares outstanding responded to the outreach, and we held engagement meetings with those stockholders who wanted to meet. Our Lead Independent Director also participated in select engagement.

Topics of conversation in the engagement meetings included executive compensation, our corporate governance practices, our sustainability accomplishments and progress, our efforts to eliminate the supermajority vote provisions from our Restated Certificate of Incorporation, and other topics, with many stockholders expressing approval of the Company’s strategy, performance and management. In addition, stockholders broadly shared support for the Company’s demonstrated history of robust disclosure and stockholder responsiveness, including relating to compensation policies and plan designs. In some cases, investors asked for, and we provided, more information on the rationale behind our metrics and performance periods.

Proxy Statement 7

PROPOSAL 1:

ELECTION OF DIRECTORS

Under this Proposal 1, you are being asked to consider nine nominees for election to our Board of Directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Each nominee for election has agreed to serve if elected, and the Board knows of no reason why any nominee should be unable or unwilling to serve. If a nominee is unable or unwilling to serve, the attorneys-in-fact named in this Proxy Statement will vote any shares represented at the meeting by proxy for the election of another individual nominated by the Board, if any. No nominee or executive officer is related by blood, marriage, or adoption to any other director, nominee, or executive officer. No arrangements or understandings exist between

any director or person nominated for election as a director and any other person pursuant to which such person is to be selected as a director or nominee for election as a director.

Proxies cannot be voted for a greater number of individuals than the number of nominees named in this Proxy Statement.

The following table lists the nine nominees for election as directors, the year such nominees were first elected as directors of the Company, and their Board committee memberships as of March 1, 2024. The table also lists the number of meetings held by each committee during fiscal year 2023.

​	Director Since	​	Committee Memberships
Name		Independent	AC	CC	NCGC
Liam K. Griffin, Chairman of the Board	2016	​	​	​	​
Christine King, Lead Independent Director	2014	•	•	C	​
Alan S. Batey	2019	•	​	•	​
Kevin L. Beebe	2004	•	​	​	C
Eric J. Guerin	2022	•	•	​	​
Suzanne E. McBride	2022	•	​	​	•
David P. McGlade	2005	•	C	​	•
Robert A. Schriesheim	2006	•	•	•	​
Maryann Turcke	2023	•	​	​	•
Number of Meetings in FY2023	​	​	8	3	3

“AC” indicates Audit Committee, “CC” indicates Compensation Committee, “NCGC” indicates Nominating and Corporate Governance Committee, and “C” indicates Committee Chair

8 Proxy Statement

Immediately below this proposal is biographical information about each of the director nominees, including information regarding each nominee’s business experience for the past five years, and the names of other public companies for which each nominee has served as a director during the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes, and skills that led our Nominating and Corporate

Governance Committee and our Board to conclude that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty, and adherence to high ethical standards. They have each demonstrated business acumen, an ability to exercise sound judgment, knowledge of our business and industry, and the willingness to devote the time needed to be an effective director.

Majority Vote Standard for Election of Directors

A nominee for election as a director in an uncontested election (an election where the number of nominees for election as directors is equal to or less than the number of directors to be elected) will be elected if the number of votes cast “FOR” such nominee’s election exceeds the number of votes cast “AGAINST” the nominee’s election. In a contested election (in which the number of nominees for election as directors exceeds the number of directors to be elected at such meeting), directors are elected by a plurality of all votes cast in such election. The election of directors at this Annual Meeting is uncontested. As a result, each nominee for election as a director at the Annual Meeting will only be elected if the votes cast “FOR” such nominee exceed the number of votes cast “AGAINST” such nominee. As required by our corporate governance guidelines, which are available on the Investor Relations portion of the Company’s website at www.skyworksinc.com, each incumbent director who is a nominee for election as a director at the Annual Meeting submitted to the Board an irrevocable resignation that would

become effective if the votes cast “FOR” such nominee’s election do not exceed the votes cast “AGAINST” such nominee’s election and our Board determines to accept his or her resignation. Upon such resignation by a nominee and pursuant to the procedures set forth in the corporate governance guidelines, the Nominating and Corporate Governance Committee will evaluate the best interests of our Company and stockholders and will recommend to our Board the action to be taken with respect to the resignation. The Board will then decide whether to accept, reject, or modify the Nominating and Corporate Governance Committee’s recommendation, and the Company will publicly disclose such decision by the Board with respect to the director nominee.

Shares represented by all proxies received by the Board that are properly completed, but do not specify a choice as to the election of directors, will be voted “FOR” the election of all nine of the nominees.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE ELECTION OF EACH OF THE NINE NOMINEES IN PROPOSAL 1

Proxy Statement 9

Nominees for Election

Liam K. Griffin, Chairman, Chief Executive Officer and President

Director since: 2016   •   Age: 57

Prior to his appointment as Chairman of the Board in May 2021, Mr. Griffin had served as Chief Executive Officer and a director since May 2016 and as President since May 2014. He served as Executive Vice President and Corporate General Manager from November 2012 to May 2014, Executive Vice President and General Manager, High Performance Analog from May 2011 to November 2012, and Senior Vice President, Sales and Marketing from August 2001 to May 2011. Previously, Mr. Griffin was employed by Vectron International, a division of Dover Corp., as Vice President of Worldwide Sales from 1997 to 2001 and as Vice President of North American Sales from 1995 to 1997. Qualifications: We believe that Mr. Griffin’s qualifications to serve as a director include his strong relationships with Skyworks’ key customers, investors, employees, and other stakeholders, as well as his deep understanding of the semiconductor industry and its competitive landscape gained through serving in several different executive positions at Skyworks over the past two decades.

Committee(s) • None Other Public Company Boards Current • None Past 5 Years • National Instruments Corporation (until 2023) • Vicor Corporation (until 2019)

Christine King, Lead Independent Director

Director since: 2014   •   Age: 74

Ms. King has been Lead Independent Director since 2019. She served as Executive Chairman of QLogic Corporation (a publicly traded developer of high-performance server and storage networking connectivity products) from August 2015 until August 2016, when it was acquired by Cavium, Inc. Previously, she served as Chief Executive Officer of Standard Microsystems Corporation (a publicly traded developer of silicon-based integrated circuits utilizing analog and mixed-signal technologies) from 2008 until the company’s acquisition in 2012 by Microchip Technology, Inc. Prior to Standard Microsystems, Ms. King was Chief Executive Officer of AMI Semiconductor, Inc., a publicly traded company, from 2001 until it was acquired by ON Semiconductor Corp. in 2008. Qualifications: We believe that Ms. King’s qualifications to serve as a director include her extensive management and operational experience in the high-tech and semiconductor industries as well as her significant strategic and financial expertise.

Committee(s) • Audit • Compensation (Chair) Other Public Company Boards Current • None Past 5 Years • Allegro MicroSystems, Inc. (until 2021) • IDACORP, Inc. (until 2021)

10 Proxy Statement

Alan S. Batey

Director since: 2019   •   Age: 61

Mr. Batey served as Executive Vice President and President of North America for General Motors Company (a publicly traded automotive manufacturer), as well as the Global Brand Chief for Chevrolet, a division of General Motors Company, from 2014 until 2019. His career spans more than 39 years with General Motors where he held various senior management positions in operations, marketing, and sales around the world. Qualifications: We believe that Mr. Batey’s qualifications to serve as a director include his extensive senior management experience at General Motors, where he developed expertise on a broad set of complex strategic, operational, and technological matters involving the automotive industry, an industry that is expected to be a growth market for the Company.

Committee(s) • Compensation Other Public Company Boards Current • None Past 5 Years • None

Kevin L. Beebe

Director since: 2004   •   Age: 65

Mr. Beebe has been President and Chief Executive Officer of 2BPartners, LLC (a partnership that provides strategic, financial, and operational advice to private equity investors and management) since 2007. In 2014, Mr. Beebe became a founding partner of Astra Capital Management (a private equity firm based in Washington, D.C.). Previously, beginning in 1998, he was Group President of Operations at ALLTEL Corporation (a telecommunications services company). Qualifications: We believe that Mr. Beebe’s qualifications to serve as a director include his two decades of experience as an operating executive in the wireless telecommunications industry as well as his experience and relationships gained from advising leading private equity firms that are transacting business in the global capital markets.

Committee(s) • Nominating and Corporate Governance (Chair) Other Public Company Boards Current • SBA Communications Corporation • Frontier Communications Parent, Inc. (formerly Frontier Communications Corporation) Past 5 Years • Altimar Acquisition Corporation (until 2021) • Altimar Acquisition Corp. II (until 2021) • NII Holdings, Inc. (until 2019)

Proxy Statement 11

Eric J. Guerin

Director since: 2022   •   Age: 52

Mr. Guerin serves as Chief Financial Officer of RB Global (a publicly traded provider of insights, services and transaction solutions for commercial assets and vehicles), a role he has held since January 2024. Previously, Mr. Guerin served as Senior Vice President and Chief Financial Officer of Veritiv Corporation (a formerly publicly traded provider of packaging and hygiene products), from March 2023 to December 2023 and as its Senior Vice President-Finance from January 2023 to March 2023. Prior to that, he served as Executive Vice President and Chief Financial Officer of CDK Global (a formerly publicly traded provider of integrated technology solutions to the automotive industry) from 2021 to 2022. From 2016 to 2021, he served as Division Vice President and sector Chief Financial Officer at Corning Glass Technologies, a division of Corning Inc. (a publicly traded innovator in materials science). Previously, he served in financial leadership roles at Flowserve Corporation, Novartis Corporation, Johnson & Johnson Services Inc., and AstraZeneca PLC, each a publicly traded company or subsidiary thereof. Qualifications: We believe that Mr. Guerin’s qualifications to serve as a director include his financial and operational expertise, together with his extensive engagements within Asia-Pacific markets.

Committee(s) • Audit Other Public Company Boards Current • None Past 5 Years • Natus Medical Incorporated (until 2022)

Suzanne E. McBride

Director since: 2022   •   Age: 55

Ms. McBride serves as Chief Operations Officer for Iridium Communications, Inc. (a publicly traded operator of a satellite-based global communications network). Prior to rejoining Iridium in February 2019, where she had previously served from 2007 to 2016 in various leadership roles, Ms. McBride served from June 2016 to January 2019 as Senior Vice President and Chief Operations Officer for OneWeb (a privately held company building a space-based global communications network that filed a voluntary petition for Chapter 11 bankruptcy protection on March 27, 2020). Earlier in her career, she held a series of increasingly senior positions in technology and operations with Motorola Solutions, Inc. (a publicly traded telecommunications company), and General Dynamics Corporation (a publicly traded aerospace and defense company). Qualifications: We believe that Ms. McBride’s qualifications to serve as a director include her extensive strategy and operations expertise developed through twenty-five years of experience within the wireless technology industry.

Committee(s) • Nominating and Corporate Governance Other Public Company Boards Current • Iridium Communications, Inc. Past 5 Years • None

12 Proxy Statement

David P. McGlade

Director since: 2005   •   Age: 63

Mr. McGlade served as Chairman of the Board of Intelsat S.A. (a publicly traded worldwide provider of satellite communication services) from April 2013 to February 2022. He served as Executive Chairman of Intelsat from April 2015 to March 2018, prior to which he served as Chairman and Chief Executive Officer. Previously, Mr. McGlade served as an Executive Director of mmO2 PLC and as the Chief Executive Officer of O2 UK (a subsidiary of mmO2), a position he held from October 2000 until March 2005. Qualifications: We believe that Mr. McGlade’s qualifications to serve as a director include his significant operational, strategic, and financial acumen, as well as his knowledge about global capital markets, developed over approximately four decades of experience in the telecommunications industry.

Committee(s) • Audit (Chair) • Nominating and Corporate Governance Other Public Company Boards Current • None Past 5 Years • Intelsat S.A. (until 2022)

Robert A. Schriesheim

Director since: 2006   •   Age: 63

Mr. Schriesheim has been Chairman of Truax Partners LLC (a consulting firm) since 2018 and has served as Adjunct Associate Professor of Finance at the University of Chicago Booth School of Business since September 2023. He served as Executive Vice President and Chief Financial Officer of Sears Holdings Corporation (a publicly traded nationwide retailer) from August 2011 to October 2016. From January 2010 to October 2010, Mr. Schriesheim was Chief Financial Officer of Hewitt Associates, Inc. (a global human resources consulting and outsourcing company that was acquired by Aon Corporation). From October 2006 until December 2009, he was the Executive Vice President and Chief Financial Officer of Lawson Software, Inc. (a publicly traded ERP software provider). Qualifications: We believe that Mr. Schriesheim’s qualifications to serve as a director include his extensive knowledge of the capital markets and corporate financial capital structures, his expertise evaluating and structuring merger and acquisition transactions within the technology sector, and his experience gained through leading companies through major strategic and financial corporate transformations.

Committee(s) • Audit • Compensation Other Public Company Boards Current • Houlihan Lokey, Inc., Lead Independent Director Past 5 Years • Frontier Communications Corporation (until 2021) • NII Holdings, Inc. (until 2019)

Proxy Statement 13

Maryann Turcke

Director since: 2023   •   Age: 58

Ms. Turcke most recently served as a senior advisor at Brookfield Asset Management from September 2020 to September 2022. Previously, Ms. Turcke served as Chief Operating Officer of the National Football League (NFL) from January 2018 to September 2020 and as a Senior Advisor for the NFL from September 2020 to May 2021. She joined the league as President of NFL Network, Digital Media, NFL Films and IT in April 2017. Prior to the NFL, Ms. Turcke served for more than a decade in various leadership roles within BCE Inc. (a publicly traded communications company formerly known as Bell Canada Enterprises), including serving from April 2015 to February 2017 as president of Bell Media, a division of BCE. Qualifications: We believe that Ms. Turcke’s qualifications to serve as a director include her significant operational, management and financial experience, including in the telecommunications industry.

Committee(s) • Nominating and Corporate Governance Other Public Company Boards Current • Frontier Communications Parent, Inc. • Royal Bank of Canada Past 5 Years • Northern Star Investment Corp. II (until 2023)

14 Proxy Statement

The table below summarizes the key qualifications and attributes relied upon by the Board in nominating nine of our current directors for election. Marks indicate specific areas of focus or

expertise relied on by the Board. The lack of a mark in a particular area does not necessarily signify a director’s lack of qualification or experience in such area.

Proxy Statement 15

Board Diversity Matrix

The following matrix includes all directors serving as of March 1, 2024.

16 Proxy Statement

Corporate Governance

Stockholder Engagement

Engagement with the Company’s stockholders is a critical part of our commitment to good corporate governance, and we regularly conduct outreach to our stockholders to better understand their perspectives on governance matters. Most recently, we engaged in formal stockholder outreach following the 2023 Annual Meeting. We initiated outreach to more than twenty of our largest institutional stockholders representing approximately 51% of the Company’s shares outstanding. Stockholders representing approximately 36% of the Company’s shares outstanding responded to the outreach, and we held engagement meetings with those stockholders who wanted to meet. Our Lead Independent Director also participated in select engagement.

We solicited and received feedback from institutional stockholders on various key governance and disclosure topics, including the following:

•

Executive Compensation:   Overall, our institutional stockholders broadly shared support for the Company’s demonstrated history of disclosure and stockholder responsiveness, including relating to compensation policies and plan designs. In some cases, investors asked for, and we provided, more information on the rationale behind our metrics and performance periods.The Compensation Committee’s decision to return the short-term incentive program for the fiscal year ending September 27, 2024 (“fiscal year 2024”) from two semi-annual performance periods to one annual performance period took into account feedback from our stockholders.

•

Board Refreshment and Diversity:   Our institutional stockholders generally agreed with the Company’s approach to Board refreshment, including our prior phased retirement of long-tenured directors and appointment of new directors that would add to the diversity of skills

and backgrounds on our Board while maintaining a balance of tenure on the Board. In addition, several large stockholders expressed support for the level of diversity on our Board.

•

Sustainability Disclosure:   Our institutional stockholders generally expressed support for our sustainability journey and appreciated the additional disclosure contained in our sustainability report released in 2023, as well as our overall progress on environmental, social, and governance (“ESG”) matters, such as specific short and long-term environmental targets on greenhouse gas emissions, hazardous waste and water usage efficiency improvements.

•

Human Capital Management:   Our institutional stockholders expressed the importance of human capital management topics, and many were pleased with the disclosures we made in our 2022 Sustainability Report. A few stockholders had questions about employee engagement and turnover trends, and we responded in line with the disclosures we have made in our 2022 Sustainability Report.

Our Board values the opinions expressed by our stockholders and will continue to consider voting results our stockholder meetings, as well as feedback obtained through our regular stockholder engagement efforts, when making future decisions regarding corporate governance matters.

Board of Director Meetings

The Board met six (6) times during fiscal year 2023. During fiscal year 2023, each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which he or she served. The Company’s policy with respect to directors’ attendance at the Annual Meeting is included in our corporate governance guidelines, which are available on the Investor Relations portion of

Proxy Statement 17

the Company’s website at www.skyworksinc.com. At the 2023 Annual Meeting, each director then in office was in attendance.

Director Independence

Each year, the Board reviews the relationships that each director has with the Company and with other parties. Only those directors who do not have any of the categorical relationships that preclude them from being independent within the meaning of the applicable Listing Rules of the Nasdaq Stock Market LLC (the “Nasdaq Rules”) and who the Board affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director are considered to be independent directors. The Board has reviewed a number of factors to evaluate the independence of each of its members. These factors include its members’ current and historic relationships with the Company and its competitors, suppliers, and customers; their relationships with management and other directors; the relationships their current and former employers have with the Company; and the relationships between the Company and other companies of which a member of the Company’s Board of Directors is a director or executive officer. After evaluating these factors, the Board has determined that eight of the nine members of the Board, namely, Alan S. Batey, Kevin L. Beebe, Eric J. Guerin, Suzanne E. McBride, Christine King, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke, do not have any relationships that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors and that each such director is an independent director of the Company within the meaning of applicable Nasdaq Rules.

Corporate Governance Guidelines

The Board has adopted corporate governance practices to help fulfill its responsibilities to the stockholders in overseeing the work of management and the Company’s business results. These guidelines are intended to ensure that the Board has the necessary authority and practices in place to review and evaluate the

Company’s business operations, as needed, and to make decisions that are independent of the Company’s management. In addition, the guidelines are intended to align the interests of directors and management with those of the Company’s stockholders. A copy of the Company’s corporate governance guidelines is available on the Investor Relations portion of the Company’s website at www.skyworksinc.com.

In accordance with these corporate governance guidelines, independent members of the Board met in executive session without management present four (4) times during fiscal year 2023. The Lead Independent Director served as presiding director for these meetings.

Additional Board Service

Directors are expected to commit sufficient time and attention to the activities of the Board. We recently amended our corporate governance guidelines to include a public company board commitment policy. In accordance with this policy, except as otherwise approved by the Board:

•

an executive officer of the Company who serves as a director of the Company should not serve on more than one other public company board;

•

a director of the Company who serves as an executive officer of another public company should not serve on more than two total public company boards (including the Company); and

•

a director of the Company who does not serve as an executive officer of any public company should not serve on more than four total public company boards (including the Company).

For purposes of this policy, the term “public company” means a company with a class of securities registered pursuant to section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or subject to the requirements of section 15(d) of the Exchange Act.

In addition, the corporate governance guidelines provide that the Nominating and Corporate Governance Committee must conduct an annual review of director commitments to public company

18 Proxy Statement

board service (including any committee chair role) and any executive officer role (if applicable) in connection with its recommendation of directors for election to the Board at the annual meeting of stockholders. The Nominating and Corporate Governance Committee conducted a review of director commitments for our 2024 director nominees and affirms that all our 2024 director nominees comply with our public company board commitment policy.

Code of Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We make available our code of business conduct and ethics free of charge through our website at www.skyworksinc.com. We intend to disclose any amendments to, or waivers from, our code of business conduct and ethics that are required to be publicly disclosed by posting any such amendment or waivers on our website pursuant to requirements of the Securities and Exchange Commission (the “SEC”) and Nasdaq Rules.

Executive Officer and Director Stock Ownership Requirements

As described in detail below under “Compensation Discussion and Analysis,” we have adopted executive officer and director stock ownership guidelines that require our executive officers (including those Named Executive Officers who are still currently serving as executive officers) and non-employee directors to hold a significant equity interest in Skyworks with the objective of more closely aligning the interests of our executive officers and directors with those of our stockholders. All of our Named Executive Officers and directors have met the stock ownership guidelines as of the date hereof  (with the exception of Mr. Guerin, Ms. McBride and Ms. Turcke, who are not required to comply with the guidelines until the fifth anniversary of their appointments to the Board).

Board Leadership Structure

Our Board selects the Company’s Chairman of the Board and Chief Executive Officer in the manner it determines to be in the best interests of the Company at the time. Our current Chairman and Chief Executive Officer, Mr. Griffin, was appointed by our Board in May 2016 to serve as Chief Executive Officer and also as a director, and was appointed by our Board in May 2021 to be Chairman of the Board. The Board believes that this leadership structure, coupled with a strong emphasis on Board independence, provides effective independent oversight of management while allowing both the Board and management to benefit from Mr. Griffin’s experience and skills developed over twenty years at the Company serving in executive roles.

Importantly, the Board has a strong and empowered Lead Independent Director who provides an effective independent voice in our leadership structure. In May 2014, our Board first appointed an independent director within the meaning of applicable Nasdaq Rules (see above under “Director Independence”) to serve as the Lead Independent Director. Ms. King was appointed in May 2019 to be the current Lead Independent Director.

The duties of the Lead Independent Director, as set forth in our corporate governance guidelines, include the following:

•

presiding at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors;

•

calling meetings of the independent directors, as he or she deems appropriate, and assuring that the independent directors meet independently at least twice each year;

•

providing leadership to the Board if circumstances arise in which the Chairman of the Board may be, or may be perceived to be, in conflict with the interests of the Company and its stockholders with regard to a particular matter;

•

facilitating communications and serving as a liaison, when necessary, between the

Proxy Statement 19

independent directors and the Chairman of the Board and/or the Chief Executive Officer;

•

consulting with the Chairman of the Board in the preparation of the schedules, agendas, and information provided to the Board for each meeting, and ensuring that there is sufficient time at each meeting for discussion of all agenda items;

•

retaining independent advisors on behalf of the Board as the Board or the independent directors may deem necessary or appropriate; and

•

being available for consultation and direct communication upon the reasonable request of major stockholders.

The Board believes our current leadership structure is appropriate and that the duties of the Lead Independent Director appropriately and effectively complement the duties of the Chairman of the Board.

Stockholder Communications

Our stockholders may communicate directly with the Board as a whole or to individual directors by letter addressed directly to such individual or individuals at the following address:

c/o Skyworks Solutions, Inc.
5260 California Avenue
Irvine, CA 92617
Attention: Secretary

The Company will forward to each director to whom such communication is addressed, and to the Chairman of the Board in his capacity as representative of the entire Board, any mail received at the Company’s corporate office to the address specified by such director and the Chairman of the Board.

20 Proxy Statement

Committees of the Board of Directors

The Board has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Audit Committee

We have established an Audit Committee consisting of the following individuals, each of whom the Board has determined is “independent” within the meaning of applicable Nasdaq Rules and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act: Mr. McGlade (Chairman), Mr. Guerin, Ms. King, and Mr. Schriesheim.

The primary responsibility of the Audit Committee is the oversight of the quality and integrity of the Company’s financial statements, the Company’s internal financial and accounting processes, and the independent audit process. Additionally, the Audit Committee has the responsibilities and authority necessary to comply with Rule 10A-3 under the Exchange Act. The Audit Committee meets privately with the independent registered public accounting firm, reviews their performance and independence from management, and has the sole authority to retain and dismiss the independent registered public accounting firm. These and other aspects of the Audit Committee’s authority are more particularly described in the Company’s Audit Committee Charter, which the Board adopted, is reviewed annually by the committee, and is available on the Investor Relations portion of our website at www.skyworksinc.com.

The Audit Committee has adopted a formal policy concerning approval of audit and non-audit services to be provided to the Company by its independent registered public accounting firm, KPMG LLP. The policy requires that all services provided by KPMG LLP, including audit services and permitted audit-related and non-audit services, be preapproved by the Audit Committee. The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP for fiscal

year 2023. The Audit Committee met eight (8) times during fiscal year 2023.

Audit Committee Financial Expert

The Board has determined that each of the following members of the Audit Committee meets the qualifications of an “audit committee financial expert” under SEC rules and the qualifications of  “financial sophistication” under the applicable Nasdaq Rules and qualifies as “independent” as defined under the applicable Nasdaq Rules: Mr. McGlade (Chairman), Mr. Guerin, Ms. King, and Mr. Schriesheim.

Compensation Committee

We have established a Compensation Committee consisting of the following individuals, each of whom the Board has determined is “independent” within the meaning of applicable Nasdaq Rules and a non-employee director within the meaning of Rule 16b-3 under the Exchange Act: Ms. King (Chairman), Mr. Batey and Mr. Schriesheim. The Compensation Committee met three (3) times during fiscal year 2023. The functions of the Compensation Committee include establishing the appropriate level of compensation, including short- and long-term incentive compensation of the Chief Executive Officer, all other executive officers, and any other officers or employees who report directly to the Chief Executive Officer. The Compensation Committee also administers Skyworks’ equity-based compensation plans. The Compensation Committee’s authority to grant equity awards to the Company’s executive officers may not be delegated to the Company’s management or others. The Board has adopted a written charter for the Compensation Committee, and it is available on the Investor Relations portion of the Company’s website at www.skyworksinc.com.

The Compensation Committee has engaged Aon Consulting (“Aon”) to assist it in determining the components and amounts of executive compensation. The consultant reports directly to the Compensation Committee, through its

Proxy Statement 21

Chairman, and the Compensation Committee retains the right to terminate or replace the consultant at any time. The process and procedures followed by the Compensation Committee in considering and determining executive and director compensation are described below under “Compensation Discussion and Analysis.”

Nominating and Corporate Governance Committee

We have established a Nominating and Corporate Governance Committee consisting of the following individuals, each of whom the Board has determined is “independent” within the meaning of applicable Nasdaq Rules: Mr. Beebe (Chairman), Ms. McBride, Mr. McGlade, and Ms. Turcke. Mr. Guerin served on the Nominating and Corporate Governance Committee until May 10, 2023, when Ms. Turcke was appointed. The Nominating and Corporate Governance Committee met three (3) times during fiscal year 2023. The Nominating and Corporate Governance Committee is responsible for evaluating and recommending individuals for election or reelection to the Board and its committees, including any recommendations that may be submitted by stockholders, as well as the evaluation and recommendation of corporate governance policies. The Nominating and Corporate Governance Committee oversees the annual evaluation process for the Board, each committee, and individual directors, by soliciting from each director his or her assessment of the effectiveness of the Board, the committees on which he or she serves, and other individual directors. These and other aspects of the Nominating and Corporate Governance Committee’s authority are more particularly described in the Nominating and Corporate Governance Committee Charter, which the Board adopted and is available on the Investor Relations portion of the Company’s website at www.skyworksinc.com.

Director Nomination Procedures

The Nominating and Corporate Governance Committee evaluates director candidates in the context of the overall composition and needs of the Board, with the objective of recommending a

group that can best manage the business and affairs of the Company and represent the interests of the Company’s stockholders using its diversity of experience. The committee seeks directors who possess certain minimum qualifications, including the following:

•

A director must have substantial or significant business or professional experience or an understanding of technology, finance, marketing, financial reporting, international business, or other disciplines relevant to the business of the Company.

•

A director (other than an employee-director) must be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Board or of a Board committee.

•

The committee also considers the following qualities and skills, among others, in its selection of directors and as candidates for appointment to the committees of the Board:

•

economic, technical, scientific, academic, financial, accounting, legal, marketing, or other expertise applicable to the business of the Company;

•

leadership or substantial achievement in their particular fields;

•

demonstrated ability to exercise sound business judgment;

•

integrity and high moral and ethical character;

•

potential to contribute to the diversity of viewpoints, backgrounds, or experiences of the Board as a whole;

•

capacity and desire to represent the balanced, best interests of the Company as a whole and not primarily a special interest group or constituency;

•

ability to work well with others;

•

high degree of interest in the business of the Company;

•

dedication to the success of the Company;

•

commitment to the responsibilities of a director; and

•

international business or professional experience.

22 Proxy Statement

The committee believes that our Board, taken as a whole, should embody a diverse set of skills, experiences, and backgrounds in order to better inform its decisions. The committee considers age, tenure, gender, race, and ethnicity, in addition to business experience and other specific areas of focus or expertise, in its holistic approach to assessing and identifying director nominees. With respect to the most recent director search that culminated with the appointment of Ms. Turcke in February 2023, the Nominating and Corporate Governance Committee instructed its retained search firms to include in the pool of potential director nominees candidates reflecting gender, racial, and ethnic diversity.

The committee will also take into account the fact that a majority of the Board must meet the independence requirements of the applicable Nasdaq Rules. The Company expects that a director’s existing and future commitments will not materially interfere with such director’s obligations to the Company. For candidates who are incumbent directors, the committee considers each director’s past attendance at meetings and participation in and contributions to the activities of the Board. The committee identifies candidates for director nominees in consultation with the Chief Executive Officer of the Company and the Chairman of the Board, through the use of search firms or other advisors or through such other methods as the committee deems to be helpful to identify candidates. Once candidates have been identified, the committee confirms that the candidates meet all of the minimum qualifications for director nominees set forth above through interviews, background checks, or any other means that the committee deems to be helpful in the evaluation process. The committee then meets to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and considering the overall composition and needs of the Board. Based on the results of the evaluation process, the committee recommends candidates for director nominees for election to the Board.

Stockholder Nominees For Directors

The Nominating and Corporate Governance Committee will consider director candidates

recommended by stockholders provided such stockholders follow the procedures set forth below. The committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether the candidate was recommended by a stockholder or otherwise. Stockholders who wish to nominate director candidates for election at the 2025 Annual Meeting, but who are not to be included in the Company’s proxy materials pursuant to the proxy access provisions in our By-laws, may do so in accordance with the provisions of our By-laws by submitting a written notice to the Secretary of the Company at the address below no earlier than the close of business on January 14, 2025, and no later than the close of business on February 13, 2025. In the event that the 2025 Annual Meeting is advanced by more than thirty (30) days, or delayed (other than as a result of adjournment) by more than sixty (60) days, from the first anniversary of the Company’s 2024 Annual Meeting, then the required notice must be delivered in writing to the Secretary of the Company at the address below no earlier than the close of business on the 120th day prior to the date of the 2025 Annual Meeting and no later than the close of business on the later of the 90th day prior to the 2025 Annual Meeting or the 10th day following the day on which the public announcement of the date of the 2025 Annual Meeting is first made by the Company. For nominees for election to the Board proposed by stockholders to be considered, and in accordance with the Company’s Policy Governing Director Nominations and Security Holder — Board Communications the recommendation for nomination must be in writing and must include the following information:

•

name of the stockholder, whether an entity or an individual, making the recommendation;

•

a written statement disclosing such stockholder’s beneficial ownership of the Company’s capital stock;

•

name of the individual recommended for consideration as a director nominee;

•

a written statement from the stockholder making the recommendation stating why such

Proxy Statement 23

recommended candidate would be able to fulfill the duties of a director;

•

a written statement from the stockholder making the recommendation stating how the recommended candidate meets the independence requirements established by the SEC and the applicable Nasdaq Rules;

•

a written statement disclosing the recommended candidate’s beneficial ownership of the Company’s capital stock; and

•

a written statement disclosing relationships between the recommended candidate and the Company that may constitute a conflict of interest.

In addition to satisfying the advance notice provisions in our By-laws relating to nominations of director candidates, including the earlier notice deadlines set out above, to comply with the SEC’s universal proxy rule, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees in compliance with Rule 14a-19 under the Exchange Act must also provide notice that sets forth the information required by Rule 14a-19 no later than March 17, 2025. If the date of the 2025 Annual Meeting changes by more than 30 calendar days from the date of the 2024 Annual Meeting, such notice must instead be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following public announcement by the Company of the date of the 2025 Annual Meeting.

A stockholder (or a group of up to twenty stockholders) who has owned at least three percent of the Company’s outstanding

shares of common stock continuously for at least three years, and has complied with the other requirements in the Company’s By-laws, may nominate and include in the Company’s proxy materials a number of director nominees up to the greater of two individuals or 20% of the Board. Written notice of a proxy access nomination for inclusion in our proxy statement for the 2025 Annual Meeting of Stockholders must be received in writing by the Secretary of the Company at the address below no earlier than December 16, 2024, and no later than January 15, 2025. In the event that the 2025 Annual Meeting is held more than thirty (30) days before, or more than sixty (60) days after (other than as a result of adjournment), the first anniversary of the Company’s 2024 Annual Meeting, then the required notice must be received in writing by the Secretary of the Company at the address below no earlier than 150 days prior to the date of the 2025 Annual Meeting and no later than the close of business on the later of the 120th day prior to the 2025 Annual Meeting or the 10th day following the day on which the public announcement of the date of the 2025 Annual Meeting is first made by the Company.

Written notice of proxy access nominations and written recommendations for nomination may be sent to the General Counsel and Secretary of the Company via U.S. mail or expedited delivery service to:

Skyworks Solutions, Inc.
5260 California Avenue
Irvine, California 92617

24 Proxy Statement

Role of the Board of Directors in Risk Oversight

Our Board is responsible for risk oversight and treats that role with the utmost importance. While our management team is responsible for risk management on a day-to-day basis and for reporting significant risk exposures to the Board, the Board regularly engages in both the processes management utilizes to identify, assess and manage risk and ongoing plans to address any identified risks. At each of our quarterly Board meetings and at each of our Committee meetings, management provides updates on a wide range of topics relating to risk – including, for example, cybersecurity initiatives, corporate governance, sustainability programs, technology development, operational execution, and capital allocation. In addition, each committee reports to the Board on a regular basis, including with respect to the committee’s risk oversight activities as well as recommendations on actions requiring approval of the full Board.

We believe our leadership structure supports the risk oversight function of the Board. Our President and Chief Executive Officer, serving as Chairman of the Board, promotes open communication between the rest of the

management team and directors regarding risk, including facilitating direct discussion between board members and management, as applicable. In addition, the independence of our Board, our Lead Independent Director, and our committee chairpersons enhances our Board’s ability to exercise risk oversight. Through the authority of our Lead Independent Director to consult with the Chairman of the Board to establish Board agendas, and call and preside at Board meetings and executive sessions of our independent directors as described under “Corporate Governance — Board Leadership Structure”, our current Board leadership structure provides mechanisms to facilitate our Board’s exercise of its oversight responsibilities, including requiring management reports on specific risk areas and requesting additional information regarding management’s recommendation on any risk matters as the Board may determine to be necessary or advisable.

The following table summarizes the key risk management areas over which the Board and its committees exercise oversight:

Board of Directors	• business strategy, including product and technology roadmaps • capital allocation • organizational structure	• operational risks • acquisitions
Audit Committee	• financial reporting • financial and accounting controls and processes • legal and regulatory compliance • cybersecurity • tax matters	• internal audit function • independent accounting firm • related-party transactions • whistleblower reporting • enterprise risk evaluation processes
Compensation Committee	• executive compensation programs, policies and practices • executive performance	• management succession planning • non-employee director compensation
Nominating and Corporate Governance Committee	• Board size, composition, leadership structure, and effectiveness • corporate governance policies and practices • ethics policies and practices	• director skills, experience and diversity • corporate responsibility and sustainability, including related to human rights and the environment

Proxy Statement 25

Importantly, the Audit Committee plays a key role in overseeing our annual enterprise risk management process designed to identify risks and controls, promote visibility and dialogue, and facilitate risk response and mitigation strategies. Important elements of this process include:

•

Collecting data from stakeholders throughout the Company, identifying and categorizing the likelihood and magnitude of risk events, and summarizing the results to create a consolidated risk profile.

•

Reviewing this risk profile with our senior management and seeking input on mitigation and response strategies and their implementation.

•

Reviewing the consolidated measures of controls designed to facilitate the employment of adequate risk mitigation strategies.

In addition, in fiscal year 2023, management presented three times to the Audit Committee and once to the Board on the Company’s cybersecurity program and risks.

Our Compensation Committee does not believe that any risks arising from our employee compensation policies and practices are reasonably likely to have a material adverse effect on our company. Our Compensation Committee believes that any such risks are mitigated by:

•

The multiple elements of our compensation packages, including base salary, our annual

short-term incentive compensation plan and (for our executive officers and other key employees) equity awards that vest (or are issuable) over multiple years and are intended to motivate employees to take a long-term view of our business.

•

The structure of our short-term incentive compensation plan (described in greater detail in this Proxy Statement under “Compensation Discussion and Analysis”), which is based on (i) a number of different financial and operating performance metrics to avoid employees placing undue emphasis on any particular performance metric at the expense of other aspects of our business, and (ii) performance targets that we believe are appropriately aggressive yet will not require undue risk-taking to achieve. Further, the structure of the short-term incentive compensation plan aids in driving sustained long-term financial performance as the goals and targets from the prior year’s plan are significant factors used in determining goals for the current year’s plan.

•

Stock ownership guidelines, executive compensation recoupment policies, prohibitions on insider trading and independent oversight by the Compensation Committee.

Additionally, the Board periodically reviews and approves the executive succession plan in consultation with the Compensation Committee and the Chief Executive Officer.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors currently consists of Ms. King (Chairman), Mr. Batey, and Mr. Schriesheim. No member of this committee was at any time during fiscal year 2023 an officer or employee of the Company, was formerly an officer of the Company or any of its subsidiaries, or had any employment relationship with the Company or any of its subsidiaries. No

executive officer of the Company has served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, where one of such entity’s executive officers served as a director of the Company or a member of the Compensation Committee.

Certain Relationships and Related Person Transactions

Other than compensation agreements and other arrangements described below under “Information

About Executive and Director Compensation,” since October 1, 2022, there has not been a

26 Proxy Statement

transaction or series of related transactions to which the Company was or is a party involving an amount in excess of  $120,000 and in which any director, executive officer, holder of more than five percent (5%) of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest. Our Board has adopted a written related person transaction approval policy that sets forth the Company’s policies and procedures for the review, approval, or ratification of any transaction required to be reported in its filings with the SEC. The Company’s policy with regard to related

person transactions is that all related person transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) or their affiliates, in which the amount involved is equal to or greater than $120,000, be reviewed by the Company’s General Counsel and approved by the Audit Committee. In addition, the Company’s Code of Business Conduct and Ethics requires that employees discuss with the Company’s Compliance Officer any significant relationship (or transaction) that might raise doubt about such employee’s ability to act in the best interest of the Company.

Proxy Statement 27

PROPOSAL 2:

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2024 and has further directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG LLP was the independent registered public accounting firm for the Company for fiscal year 2023 and has been the independent registered public accounting firm for the Company since 2002. We are asking the stockholders to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

Representatives of KPMG LLP are expected to attend the Annual Meeting online. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate stockholder questions.

Stockholder ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm is not required by the Company’s By-laws or other applicable legal requirements. However, the Audit Committee is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. The affirmative vote of a majority of the shares present online or represented by proxy at the Annual Meeting and entitled to vote on such matter at the Annual Meeting is required to approve the selection of KPMG LLP as the Company’s independent registered public accounting firm. In the event stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and stockholders’ best interests.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL YEAR 2024

28 Proxy Statement

Audit Fees

KPMG LLP provided audit services to the Company consisting of the annual audit of the Company’s 2023 consolidated financial statements contained in the Company’s Annual Report on Form 10-K and reviews of the financial statements

contained in the Company’s Quarterly Reports on Form 10-Q for fiscal year 2023. The following table summarizes the fees of KPMG LLP billed to the Company for the last two fiscal years.

Fee Category	Fiscal Year 2023 ($)		% of Total (%)		Fiscal Year 2022 ($)		% of Total (%)
Audit Fees(1)	​	2,421,240	​	97.0	​	2,479,240	​	98.5
Audit-Related Fees(2)	​	43,974	​	1.7	​	—	​	—
Tax Fees(3)	​	32,000	​	1.3	​	38,838	​	1.5
Total Fees	​	2,497,214	​	100	​	2,518,078	​	100

(1)

Audit fees consist of fees for the audit of our annual financial statements, review of the interim financial statements included in our quarterly reports on Form 10-Q, statutory audits and related filings in various foreign locations, and audit procedures related to acquisition activity during fiscal years 2023 and 2022. Fiscal year 2023 and 2022 audit fees included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act.

(2)

Audit-related fees consist of fees relating to the Company’s real-time system implementation assessment of certain enterprise resource planning software.

(3)

Tax fees consist of fees for tax compliance, tax advice, and tax planning services. Tax compliance services, which primarily relate to the review of our U.S. tax returns and certain trade and customs forms, accounted for $32,000 and $38,838 of the total tax fees for fiscal years 2023 and 2022, respectively.

In 2003, the Audit Committee adopted a formal policy concerning approval of audit and non-audit services to be provided to the Company by its independent registered public accounting firm, KPMG LLP. The policy requires that all services provided by KPMG LLP, including audit services

and permitted audit-related and non-audit services, be preapproved by the Audit Committee. The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP during fiscal year 2023 and our fiscal year ended September 30, 2022 (“fiscal year 2022”).

Proxy Statement 29

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of Skyworks’ Board of Directors is responsible for providing independent, objective oversight of Skyworks’ accounting functions and internal controls. Four directors served on the Audit Committee for all or part of fiscal year 2023. Each member of the Audit Committee is independent within the meaning of applicable Nasdaq Rules and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act. The Audit Committee operates under a written charter approved by the Board.

Management is responsible for the Company’s internal control and financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of Skyworks’ consolidated financial statements in accordance with generally accepted auditing standards and for issuing a report concerning such financial statements. In addition, the Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s internal controls and for issuing an opinion on the effectiveness thereof. The Audit Committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee met with management and representatives of KPMG LLP, the Company’s independent registered public accounting firm, and reviewed and discussed the audited financial statements for fiscal year 2023, results of the internal and external audit examinations,

evaluations of the Company’s internal controls, and the overall quality of Skyworks’ financial reporting. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” issued by the Public Company Accounting Oversight Board. In addition, the Audit Committee has received the written disclosures from its independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board and the SEC regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence from the Company and its management, including the matters in the written disclosures that were received by the committee from such firm.

Based upon the Audit Committee’s review and discussions described above, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for fiscal year 2023, as filed with the SEC.

THE AUDIT COMMITTEE

David P. McGlade, Chairman
Eric J. Guerin
Christine King
Robert A. Schriesheim

30 Proxy Statement

PROPOSAL 3:

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY” VOTE)

We are providing our stockholders with the opportunity to vote to approve, on a non-binding basis, the compensation of our Named Executive Officers as described below under “Information About Executive and Director Compensation” pursuant to Section 14A of the Exchange Act. As we describe below under “Compensation Discussion and Analysis,” our executive

compensation program embodies a pay-for-performance philosophy that supports our business strategy and aligns the interests of our executives with our stockholders.

Our Board is asking stockholders to approve a non-binding advisory vote on the following resolution:

RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement.

As an advisory vote, this proposal is not binding and will not overrule any decision by the Company or the Board (or any committee thereof), nor will it create or imply any change or addition to the fiduciary duties of the Company or the Board (or any committee thereof). However, our Compensation Committee and Board value the

opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for Named Executive Officers. The next non-binding “say-on-pay” vote is scheduled to be held at our 2025 Annual Meeting of Stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS BY VOTING “FOR” PROPOSAL 3

Proxy Statement 31

INFORMATION ABOUT EXECUTIVE AND DIRECTOR COMPENSATION

Summary and Highlights

Our Executive Compensation Program Reflects Our Pay-for-Performance Philosophy

•

Alignment with Stockholder Interests.   We believe that through the combination of our equity-based incentive compensation program and rigorous executive stock ownership guidelines, the interests of our executives are strongly aligned with those of our long-term stockholders — namely, increasing stockholder value over time.

•

Engagement with Stockholders on Executive Compensation.   Following our 2023 Annual Meeting, we engaged in formal outreach to more than 20 institutional stockholders. Stockholders representing approximately 36% of the Company’s shares outstanding responded to the outreach, and we held meetings with those stockholders who wanted to meet. In the meetings, institutional stockholders generally did not express concerns with the overall structure of our compensation program and broadly shared support for the Company’s demonstrated history of disclosure and

stockholder responsiveness, including relating to compensation policies and plan designs and providing information about the rationale behind our metrics and performance periods. In addition, our Lead Independent Director also participated in select engagement.

•

High At-Risk Compensation Levels.   The only fixed component of our Named Executive Officers’ annual compensation is base salary. All short-term cash incentive awards and long-term equity incentive awards are tied to Company performance, stock price performance, or both. The charts below show the target total direct compensation mix for fiscal year 2023 for our Chief Executive Officer and the average for the other Named Executive Officers. The target total direct compensation mix for fiscal year 2023 reflects base salary, target short-term incentive award, and the grant date fair value of the annual performance share and restricted stock unit awards.

32 Proxy Statement

Compensation Best Practices

What We Do

	Heavily weight executive compensation toward “at risk,” performance-based compensation
	Balance short-term and long-term incentive compensation
	Use multi-year vesting for executive officer equity awards
	Base half of annual performance share award on three-year relative TSR performance metric
	Maintain a clawback policy providing for recovery of incentive compensation from Section 16 officers in the event of a financial restatement
	Maintain robust stock ownership guidelines for executive officers and non-executive directors
	Structure our executive officer compensation program to encourage appropriate risk-taking
	Benchmark pay practices against selected peer companies with whom we compete for executive talent
	Solicit advice from the Compensation Committee’s independent compensation consultant
	Maintain a cash severance limitation policy applicable to executive officers
	Hold annual “say-on-pay” advisory vote
	Conduct regular engagement with stockholders on compensation-related topics

What We Don’t Do

	Guarantee bonus payments or base salary increases
	Provide single-trigger change-in-control benefits
	Provide excise tax gross-up payments in connection with a change in control of the Company
	Provide excessive perquisites to our executive officers
	Provide retirement or pension benefits to our executive officers that are not available to employees generally
	Permit hedging or other forms of speculative transactions by employees or directors
	Permit pledging by employees or directors
	Allow for the repricing of stock options without stockholder approval
	Pay dividends or dividend equivalents on unearned performance shares or restricted stock units
	Include “evergreen” provisions or “liberal” change-in-control definitions in our equity incentive award plans

Compensation Discussion and Analysis

Table of Contents

Named Executive Officers	34
Engagement with Stockholders Regarding Executive Compensation	34
Approach for Determining Form and Amounts of Compensation	35
Components of Compensation	37
Severance and Change-in-Control Benefits	44
Executive Officer Stock Ownership Requirements	45
Prohibition on Hedging and Certain Other Transactions	46
Compliance with Internal Revenue Code Section 162(m)	46
Compensation Tables for Named Executive Officers	47
Potential Payments Upon Termination or Change in Control	51
CEO Pay Ratio	57

Proxy Statement 33

Named Executive Officers

This Compensation Discussion and Analysis section discusses the compensation policies and programs for our Chief Executive Officer, our Chief Financial Officer, and our three next most highly paid executive officers during fiscal year 2023, as determined under the rules of the SEC. We refer to this group of executive officers as our “Named Executive Officers.”

For fiscal year 2023, our Named Executive Officers were:

•

Liam K. Griffin, Chairman, Chief Executive Officer and President;

•

Kris Sennesael, Senior Vice President and Chief Financial Officer;

•

Reza Kasnavi, Senior Vice President, Technology and Manufacturing;

•

Carlos S. Bori, Senior Vice President, Sales and Marketing; and

•

Robert J. Terry, Senior Vice President, General Counsel and Secretary.

Engagement with Stockholders Regarding Executive Compensation

In evaluating and establishing our executive compensation policies and programs, our Compensation Committee values and actively considers the opinions expressed by our stockholders through the “say-on-pay” advisory vote at each annual stockholder meeting, as well as through our ongoing stockholder engagement efforts. At our 2023 Annual Meeting of Stockholders, approximately 79% of the votes cast approved our “say-on-pay” proposal, reflecting continued support for our compensation policies and determinations for fiscal year 2022, including the updates the Compensation Committee had made for fiscal year 2022 in response to stockholder feedback. That said, we recognize that support for say-on-pay reflected a modest decline from 86% the previous year and the importance of continued, robust stockholder engagement and responsiveness to stockholder input on compensation matters.

Following the 2023 Annual Meeting and through December 2023, we engaged in formal stockholder outreach, soliciting feedback from

more than 20 institutional stockholders representing approximately 51% of the Company’s shares outstanding. Stockholders representing approximately 36% of the Company’s shares outstanding responded to the outreach, either with written feedback, a request to speak, or by declining the invitation. Generally, investors who declined a meeting noted that they did so because they did not have any concerns to discuss. We held engagement meetings with each of those stockholders who requested to meet. The Lead Independent Director and Chairman of our Compensation Committee, Ms. King, was actively involved in stockholder engagement.

During these conversations, institutional stockholders were interested in discussing a range of topics beyond executive compensation, including our corporate governance, our efforts to eliminate the supermajority vote provisions from our Restated Certificate of Incorporation, and our sustainability efforts, among others, with many expressing approval of the Company’s strategy, performance, and management. In addition, stockholders generally did not express concerns with the overall structure of our compensation program and broadly shared support for the Company’s demonstrated history of disclosure and stockholder responsiveness, including relating to compensation policies and plan designs. In some cases, investors asked for more information on the rationale behind our metrics and performance periods, including seeking to better understand our utilization of two semi-annual performance periods for our short-term incentive program and our emerging revenue growth metric in our long-term stock-based compensation awards. Stockholders found our explanations helpful and shared that they had a better understanding of the Company’s design of its compensation plans following these discussions.

After considering this input from our stockholders, as well as evaluating best practices related to executive compensation by public companies generally, and our peer group specifically, our Compensation Committee determined that overall, the Company’s executive compensation policies and plan designs remained appropriate and in the best interests of the Company and its stockholders. To further support the alignment

34 Proxy Statement

between the Company and its stockholders, for fiscal year 2023, the Compensation Committee modified the peer group, replacing two companies with larger market capitalizations that were acquired with two companies with comparable market capitalizations. In addition, the Compensation Committee returned the short-term incentive program for the fiscal year ending September 27, 2024 (“fiscal year 2024”) from two semi-annual performance periods to one annual performance period because the Compensation Committee believed that it could set appropriately rigorous performance goals for a one-year period.

Approach for Determining Form and Amounts of Compensation

The Compensation Committee, which is composed solely of independent directors within the meaning of applicable Nasdaq Rules and non-employee directors within the meaning of Rule 16b-3 under the Exchange Act is responsible for determining all components and amounts of compensation to be paid to our Named Executive Officers, as well as any other executive officers or employees who report directly to the Chief Executive Officer. The Compensation Committee sets compensation for the Named Executive Officers, including base salary, short-term incentives, and long-term stock-based incentives, at levels generally intended to be competitive with the compensation of comparable executives in semiconductor companies with which we compete for executive talent and to link the compensation of our Named Executive Officers to improvements in the Company’s financial performance and increases in stockholder value.

Compensation Program Objectives

The objectives of our executive compensation program are to attract, retain, and motivate highly qualified executives to operate our business, and to link the compensation of those executives to improvements in the Company’s financial performance and increases in stockholder value. Accordingly, the Compensation Committee’s goals in establishing our executive compensation program include:

•

ensuring that our executive compensation program is competitive with a group of companies in the semiconductor industry with which we compete for executive talent;

•

providing a base salary that serves as the foundation of a compensation package that attracts and retains the executive talent needed to achieve our business objectives;

•

providing short-term variable compensation that motivates executives and rewards them for achieving Company financial performance targets;

•

providing long-term stock-based compensation that aligns the interest of our executives with stockholders by rewarding them for long-term increases in stockholder value; and

•

ensuring that our executive compensation program is perceived as fundamentally fair to our employees.

Retention of Compensation Consultant

The Compensation Committee has engaged Aon to assist in determining the components and amount of executive compensation. Aon reports directly to the Compensation Committee, through its chairman, and the Compensation Committee retains the right to terminate or replace the consultant at any time. The Compensation Committee has considered the relationships that Aon has with the Company, the members of the Compensation Committee and our executive officers, as well as the policies that Aon has in place to maintain its independence and objectivity, and has determined that Aon’s work for the Compensation Committee has not raised any conflicts of interest. Company management also purchases published compensation and benefits surveys from Aon, and on occasion engages certain affiliates of Aon in various jurisdictions for services unrelated to executive compensation and benefits, engagements for which the Company’s management has not sought the Compensation Committee’s approval. The fees paid to Aon and its affiliates in fiscal year 2023 for these surveys and additional services did not exceed $120,000.

Proxy Statement 35

Use of Comparator Group Data

The Compensation Committee annually compares the components and amounts of compensation that we provide to our Chief Executive Officer and each of the other Named Executive Officers with “Comparator Group” data for each position and uses this comparison data to help inform its review and determination of base salaries, short-term incentives, and long-term stock-based compensation awards, as discussed in further detail below under “Components of Compensation.” For fiscal year 2023, the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon survey data of semiconductor companies (where sufficient data was not available in the Aon semiconductor survey data for a given executive position, the Comparator Group data also included survey data regarding high-technology companies), and (ii) data from the group of 15 publicly traded semiconductor companies listed below.

Each year the Compensation Committee engages Aon to assess the peer group. Using this information, the Compensation Committee seeks to create a peer group comprised of semiconductor companies. Consolidation within the semiconductor industry over time has resulted in fewer semiconductor companies that are of similar market capitalization and revenue as Skyworks. As a result, when considering companies to potentially include in the peer group, the Compensation Committee also considers companies in adjacent industries, such as the semiconductor manufacturing equipment industry, as well as companies with smaller or greater revenue or market capitalization than the Company, many of which are business competitors and companies with which we compete for executive talent.

Peer Group for Fiscal Year 2023 Compensation (“FY23 Peer Group”)(1)
Advanced Micro Devices	Lam Research	Monolithic Power Systems	QUALCOMM
Analog Devices	Marvell Technology	NXP Semiconductors	Texas Instruments
Entegris	Microchip Technology	ON Semiconductor	Western Digital
KLA Corporation	Micron Technology	Qorvo	​

(1)

For the Company’s fiscal year 2023 compensation program, we made adjustments to our peer group from the prior fiscal year to improve comparability, in part in response to stockholder feedback. Specifically, we removed Maxim Integrated Products and Xilinx, both of which were acquired, and added Entegris and Monolithic Power Systems, both of which were comparable in size to the Company from a market capitalization standpoint and smaller than the Company in terms of revenue.

The Compensation Committee generally seeks to make decisions regarding each Named Executive Officer’s compensation that are competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service. After reviewing the Comparator Group data and considering the input of Aon, the Compensation Committee established (and the full Board was advised of) the base salary, short-term incentive target, and stock-based compensation for each Named Executive Officer for fiscal year 2023. Aon advised the Compensation Committee that such components of executive compensation for fiscal year 2023 were competitive for chief executive

officers and other executive officers at companies of similar size and complexity in the semiconductor industry.

In determining the compensation of our Chief Executive Officer for fiscal year 2023, the Compensation Committee focused on (i) competitive levels of compensation for chief executive officers who are leading a company of similar size and complexity, (ii) the importance of retaining and incentivizing a chief executive officer with the strategic, financial, and leadership skills necessary to ensure our continued growth and success, (iii) our Chief Executive Officer’s role relative to the other Named Executive Officers,

36 Proxy Statement

(iv) input from the full Board on our Chief Executive Officer’s performance, and (v) the length of our Chief Executive Officer’s service to the Company. Our Chief Executive Officer was not present during the voting or deliberations of the Compensation Committee concerning his compensation.

The Compensation Committee considered the recommendations of the Chief Executive Officer regarding the compensation of the other Named Executive Officers and each of his other direct reports. These recommendations were based on an assessment of each individual’s responsibilities, experience, performance, and contribution to the Company’s performance, and also took into account internal factors such as scope of role and level in the organization, in addition to external factors such as the current environment for attracting and retaining executives.

Components of Compensation

The key elements of compensation for our Named Executive Officers are base salary, short-term incentives, long-term stock-based incentives, and health and welfare benefits. For fiscal year 2023, the Compensation Committee sought to make decisions that would result in each Named Executive Officer’s target total direct compensation being competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service.

Base Salary

The Compensation Committee annually determines a competitive base salary for each executive officer using the Comparator Group data and input provided by Aon. Base salaries are intended to attract and retain talented executives, recognize individual roles and responsibilities and provide stable income to executives. In order to provide flexibility in consideration of differences in an individual executive’s scope of responsibilities, length of service, and performance, the Compensation Committee did not target a specific percentile of the Comparator Group for executive officer salaries; however, the salaries of the executive officers were generally near the

median of the Comparator Group. The base salary increases for fiscal year 2023 for each Named Executive Officer, as reflected in the table below, were based on the market-based salary adjustments recommended by Aon as well as recommendations by the Chief Executive Officer (for Named Executive Officers other than himself).

​	FY2023 Base Salary ($)		FY2022 Base Salary ($)		Increase (%)
Liam K. Griffin	​	1,175,000	​	1,130,000	​	4.0%
Kris Sennesael	​	606,000	​	588,000	​	3.1%
Reza Kasnavi	​	576,000	​	557,000	​	3.4%
Carlos S. Bori	​	541,000	​	520,000	​	4.0%
Robert J. Terry	​	540,000	​	522,000	​	3.4%

Short-Term Incentives

Overview

Our short-term incentive compensation plan for executive officers is established annually by the Compensation Committee and is intended to motivate and reward executives by tying a significant portion of their total cash compensation to the Company’s achievement of pre-established performance goals that are generally one year or less in duration. The Compensation Committee believes that pre-established performance goals under the Company’s short-term incentive compensation plan for executive officers should generally be measured over a one-year performance period. Beginning with the Company’s fiscal year ended October 2, 2020 (“fiscal year 2020”) and continuing through fiscal year 2023, the Compensation Committee established annual short-term compensation incentive plans with two six-month performance periods as a result of significant market uncertainties.

With respect to the Fiscal Year 2023 Executive Incentive Plan (the “Incentive Plan”) adopted by the Compensation Committee on December 15, 2022, the Compensation Committee determined that in light of continued uncertainties resulting from geopolitical concerns and global supply

Proxy Statement 37

chain challenges affecting the Company and its customers, which made forecasting difficult, semi-annual performance periods would be appropriate for fiscal year 2023. For the Company’s upcoming fiscal year 2024, giving consideration to feedback from the Company’s stockholders, the Compensation Committee is returning to a one-year performance period for the short-term compensation incentive plan despite some continuing uncertain market conditions. Although significant macroeconomic challenges persist, the Compensation Committee’s belief is that it could set appropriately rigorous performance goals for a one-year period for fiscal year 2024.

Incentive Opportunities

For each executive officer, short-term incentive compensation at the “target” level is designed to be near the median short-term incentive compensation of the Comparator Group. After reviewing Comparator Group data, the Compensation Committee determined that the target incentive under the Incentive Plan, as a percentage of base salary, for each of the Named Executive Officers should not be changed, as compared to the target incentives under the prior year’s short-term incentive plan.

The following table shows the range of short-term incentive compensation that each Named Executive Officer could earn in fiscal year 2023 as a percentage of such executive officer’s annual base salary.

​	Threshold		Target		Maximum
Chief Executive Officer	​	80%	​	160%	​	320%
Chief Financial Officer	​	50%	​	100%	​	200%
Other Executive Officers	​	40%	​	80%	​	160%

Performance Goals

In December 2022 and May 2023, the Compensation Committee established performance goals for the applicable semi-annual performance period, with each executive eligible to earn up to half of his or her annual short-term

incentive compensation with respect to each six-month period. Under the Incentive Plan, any unearned amounts with respect to the first performance period were to be forfeited and could not be earned later based on performance during the second performance period or full-year performance. Payments under the Incentive Plan were based on achieving revenue and non-GAAP operating income performance goals, each of which was weighted at 50% for each respective performance period. The non-GAAP operating income performance goal is based on the Company’s publicly disclosed non-GAAP operating income(3) after accounting for any incentive award payments, including those to be made under the Incentive Plan.

The target level performance goals were established by the Compensation Committee under the Incentive Plan after reviewing the Company’s historical operating results, as well as the Company’s business outlook and expected future results relative to peers, and were designed to require significant effort and operational success on the part of our executives and the Company. The maximum level performance goals established by the Compensation Committee have historically been difficult to achieve and are designed to represent outstanding performance that the Compensation Committee believes should be rewarded.

In May 2023, the Compensation Committee adopted performance goals for the second half of fiscal year 2023 based primarily on the Company’s outlook for the remainder of the fiscal year. Reflecting an unanticipated reduction in overall market demand and increased macroeconomic uncertainty, these performance goals were lower than the preliminary goals that were based on the Company’s original annual operating plan for fiscal year 2023. The performance goals adopted by the Compensation Committee for the second half of fiscal year 2023 were expected to, and did, present rigorous

(3)

Non-GAAP operating income typically excludes from GAAP operating income the following: share-based compensation expense, acquisition-related expenses, amortization of acquisition-related intangibles, settlements, gains, losses, and impairments and restructuring-related charges.

38 Proxy Statement

achievement hurdles, as reflected in the actual achievement by the Company (and described below).

The performance goals established under the Incentive Plan for fiscal year 2023 were as follows:

​	Revenue						Non-GAAP Operating Income
(in millions)	1st Half			2nd Half			1st Half			2nd Half
Threshold	​	$	2,225	​	$	2,250	​	$	768	​	$	700
Target	​	$	2,475	​	$	2,500	​	$	888	​	$	820
Maximum	​	$	2,575	​	$	2,750	​	$	938	​	$	940

The Incentive Plan stipulated that payouts to executives following the end of the fiscal year, under either of the metrics, were conditioned upon the Company achieving full-year non-GAAP operating income of  $1.1 billion.

Calculation of Incentive Plan Payments

Under the Incentive Plan, upon completion of the first six months of the fiscal year, the Compensation Committee determined the extent to which the Company’s performance goals for the first performance period were attained, reviewed the Chief Executive Officer’s recommended payouts under the Incentive Plan, and approved the awards to be made under the Incentive Plan with respect to the first performance period. Upon completion of the fiscal year, the Compensation Committee completed the same process with respect to the second performance period. Payments with respect to the first performance period were capped at 100% of the first half target level attributable to the applicable metric, with amounts over the target level held back and paid after the end of the fiscal year upon certification that the Company had achieved its minimum required level of non-GAAP operating income for the fiscal year.

Achievement under the performance goals at the “threshold,” “target,” or “maximum” level corresponds to payment under the Incentive Plan at the “threshold,” “target,” or “maximum” percentage, as applicable, with such percentage multiplied by the executive’s base salary for the six-month period and then multiplied by the weighting assigned to that performance goal. The

payout for achievement under the performance goals between either the “threshold” and “target” levels or the “target” and “maximum” levels would be based on linear interpolation between the two relevant amounts.

Each executive’s payment under the Incentive Plan is calculated by evaluating achievement of each performance goal individually, determining the portion of the total eligible incentive payment earned with respect to each such performance goal, and totaling the resulting amounts. The Compensation Committee retained the discretion to make payments, upon consideration of recommendations by the Chief Executive Officer, even if the threshold performance goals were not met or if the nominal level of non-GAAP operating income was not met, or to make payments in excess of the maximum level if the Company’s performance exceeded the maximum performance goals. While the Compensation Committee believed it was appropriate to retain this discretion in order to make short-term incentive compensation awards in appropriate extraordinary circumstances, no such adjustments were actually made.

Fiscal Year Results

For the first half of fiscal year 2023, the Company’s revenue and non-GAAP operating income achieved were $2,482 million and $877 million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to 101% of his or her target payment level. A payment of the target amount was made to each Named Executive Officer in May 2023, with the remainder held back for potential payment following the completion of the fiscal year. For the second half of fiscal year 2023, the Company’s revenue and non-GAAP operating income achieved were $2,290 million and $725 million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to only 59% of the target payment level. In November 2023, upon certifying that the nominal level of non-GAAP operating income had been achieved for the fiscal year, the Compensation Committee approved payment of

Proxy Statement 39

the short-term incentive achieved with respect to the second performance period as well as payment of the remaining portion of the short-term incentive achieved with respect to the first performance period, which had been held back. The Compensation Committee did not exercise discretion, either upward or downward, to executives’ payments under the Incentive Plan.

The following table shows the Company’s achievement under the Incentive Plan:

​	Revenue						Operating Income
(in millions)	1st Half			2nd Half			1st Half			2nd Half
Threshold	​	$	2,225	​	$	2,250	​	$	768	​	$	700
Target	​	$	2,475	​	$	2,500	​	$	888	​	$	820
Maximum	​	$	2,575	​	$	2,750	​	$	938	​	$	940
Achieved	​	$	2,482	​	$	2,290	​	$	877	​	$	725

Long-Term Stock-Based Compensation

Overview

The Compensation Committee generally makes long-term stock-based compensation awards to executive officers on an annual basis. Long-term stock-based compensation awards are intended to align the interests of our executive officers with those of our stockholders and to reward our executive officers for increases in stockholder value over periods of time greater than one year. It is the Company’s practice to make stock-based compensation awards to executive officers in November of each year at a prescheduled Compensation Committee meeting. For fiscal year 2023, the Compensation Committee made an annual stock-based compensation award to

each of the Named Executive Officers on November 8, 2022, at a regularly scheduled Compensation Committee meeting.

Fiscal Year 2023 Stock-Based Compensation Awards

In making annual stock-based compensation awards to executive officers for fiscal year 2023, the Compensation Committee first reviewed the Comparator Group grant data by executive position. The Compensation Committee used that data to inform its determination of a target dollar value for the long-term stock-based award for each executive officer, as set forth in the table below, targeting awards for fiscal year 2023 that were competitive within the Comparator Group. Each executive officer was granted a performance share award (“PSA”) and a restricted stock unit (“RSU”) award equivalent to 60% and 40%, respectively, of the dollar value of the executive’s fiscal year 2023 stock-based award, calculating the number of shares subject to each award using the fair market value of the Company’s common stock on the date of such award and an assumption that the Company would achieve the “target” level of performance required to earn the PSA. The Compensation Committee’s rationale for awarding PSAs is to further align the executive’s interests with those of our stockholders by using equity awards that will vest only if the Company achieves pre-established performance goals, and we believe the Compensation Committee’s decision to award a portion of the PSAs subject to metrics measured over a multi-year performance period more closely aligns the executive’s interests with those of our stockholders.

Name	Value of FY23 Stock-Based Award(1)			Number of Shares Subject to PSAs, at Target(2)		Number of Shares Subject to RSUs(2)
Liam K. Griffin	​	$	13,000,000	​	87,976	​	58,651
Kris Sennesael	​	$	3,700,000	​	25,039	​	16,692
Reza Kasnavi	​	$	3,910,000	​	26,460	​	17,640
Carlos S. Bori	​	$	3,910,000	​	26,460	​	17,640
Robert J. Terry	​	$	3,220,000	​	21,791	​	14,527

(1)

The grant date fair values of these stock-based awards as disclosed further below in the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table” differ from the values stated above due to the grant date fair value of the PSAs being computed using a Monte Carlo simulation to value the portion of the award related to total shareholder return (“TSR”) percentile ranking, in accordance with the provisions of ASC 718.

40 Proxy Statement

(2)

Reflects the dollar value of the award, divided by $88.66 per share, which was the closing price of the Company’s common stock on the Nasdaq Global Select Market on November 8, 2022.

After setting award levels by position and evaluating our business needs for the attraction and retention of executives and employees as well as internal and external circumstances impacting the Company and its employees, the Compensation Committee also reviewed the Comparator Group data to set the aggregate number of shares of the Company’s common stock that would be made available for annual equity awards to eligible non-executive employees of the Company, as a percentage of the total number of the outstanding shares of the Company’s common stock.

FY23 PSAs

The PSAs granted on November 8, 2022 (the “FY23 PSAs”) have both “performance” and “continued employment” conditions that must be met in order for the executive to receive shares underlying the award.

The “performance” condition of the FY23 PSAs compares the Company’s performance under three distinct metrics during the applicable performance period against a range of pre-established targets, as follows:

​	Percentage of Aggregate Target Level Shares		Performance Period	Vesting
Target Level Shares with Respect to Emerging Revenue Growth Metric(1)	​	25%	Fiscal Year 2023	100% at the End of Year Two
Target Level Shares with Respect to EBITDA Margin Percentile Ranking Metric(2)	​	25%	Fiscal Years 2023-2024	100% at the End of Year Two
Target Level Shares with Respect to TSR Percentile Ranking Metric(3)	​	50%	Fiscal Years 2023-2025	100% at the End of Year Three

(1)

The emerging revenue growth metric measures the Company’s year-over-year revenue growth in certain key product categories, each of which represents an identified longer-term growth market for the Company.

(2)

The EBITDA margin percentile ranking metric measures the Company’s EBITDA margin achieved relative to the companies in our FY23 Peer Group during a two-year performance period comprising the Company’s fiscal years 2023 and 2024. For purposes of the EBITDA margin percentile ranking metric, EBITDA margin is calculated by dividing EBITDA by revenue for the applicable period, where EBITDA is defined as non-GAAP operating income, plus depreciation and amortization, for the applicable period. With respect to the Company and each FY23 Peer Group company, EBITDA and revenue are calculated based on publicly reported financial information for the applicable period (which for the FY23 Peer Group companies consists of the eight-quarter period that ends closest to, but not later than, October 1, 2024).4 When calculating the Company’s EBITDA margin, the impact of any acquisition or disposition occurring within the performance period is excluded if the revenue attributable to such acquisition or disposition exceeds $50 million during such period.

(3)

The TSR percentile ranking metric measures the Company’s percentile ranking achieved with respect to its peer group. The peer group for purposes of the TSR percentile ranking metric includes each of the companies in the S&P 500 Index during the performance period but excludes any such company that during the three-year performance period is acquired by or merged with (or enters into an agreement to be acquired by or merged with) another entity. For purposes of the PSA award, TSR for the Company and for each company in the peer group is calculated using a starting price and ending price, which consist of the average of the closing prices for each trading day during the sixty (60) consecutive calendar days ending on, and including, the last trading day before the measurement period begins and the last trading day of the measurement period, respectively, assuming dividend reinvestment and adjusting for stock splits, as applicable.

The semiconductor industry generally and, in particular, many of the markets into which the Company sells its connectivity products, are characterized by constant and rapid technological

change, continuous product evolution, and short product life cycles, including annual product refreshes in some cases. Recognizing that a significant driver of long-term growth is our ability

4

When calculating the EBITDA margin percentile ranking, the performance of a company in the FY23 Peer Group will be included if during the performance period such company in the FY23 Peer Group publicly reports quarterly financial results for at least six consecutive quarters out of the eight applicable quarters.

Proxy Statement 41

to identify and execute on emerging revenue growth opportunities, the Compensation Committee believes that retaining emerging revenue growth as a key metric with a one-year performance period is appropriate. Moreover, utilizing only performance periods longer than one year (e.g. multi-year periods) could limit the Committee’s ability to focus management on the most compelling growth opportunities each year. Accordingly, for the FY23 PSAs, the Compensation Committee retained emerging revenue growth as a one-year metric (representing 25% of the target value of the PSAs) to incentivize our management team on specific emerging product lines that have higher growth potential and are intended to drive long-term value creation. In light of stockholder feedback following the 2021 Annual Meeting of Stockholders, the Compensation Committee determined that

shares earned pursuant to the emerging revenue growth metric would not vest until the two-year anniversary of the grant date.

For 25% of the target value under the FY23 PSAs, the Compensation Committee retained a two-year EBITDA margin percentile ranking metric that measures performance relative to the FY23 Peer Group. To incentivize above-median performance, the Compensation Committee set the target percentile for the EBITDA margin percentile ranking metric at the 55th percentile of our FY23 Peer Group. As in prior years, the remaining half of the target value under the FY23 PSAs was based on a three-year TSR percentile ranking, which the Compensation Committee believed provides an appropriate balance to the one-year and two-year measurement periods.

The specific pre-established performance goals under the emerging revenue growth, EBITDA margin percentile ranking and TSR percentile ranking metrics are as follows:

Company Metric	Threshold		Target		Maximum
1-year Emerging Revenue Growth (%)	​	2.5%	​	5.0%	​	7.5%
2-year EBITDA Margin Percentile Ranking	​	25th	​	55th	​	75th
3-year TSR Percentile Ranking	​	25th	​	55th	​	90th

As with the Incentive Plan, the pre-established targets under the FY23 PSAs were established by the Compensation Committee after reviewing the Company’s historical operating results and growth rates as well as the Company’s expected future results relative to peers and were designed to require significant effort and operational success on the part of our executives and the Company:

•

Emerging Revenue Growth Metric:   The target level was set at 5%, representing above-market annual growth, the maximum level was set at 7.5%, which the Compensation Committee believed represented outstanding performance that would be difficult to achieve, and the threshold level was set at 2.5% as a result of continued market uncertainties. The threshold, target and maximum levels vary year to year as a result of the composition of what, as part of the Company’s product portfolio, comprises emerging revenue. For fiscal year 2023, emerging revenue growth was based on driving growth in the following key product categories: automotive, 5G BAW-enabled device (i.e., a 5G product containing at least one BAW) and next-generation connectivity products (i.e., WiFi 6/6E/7), as well as products sold by Mixed Signal Solutions, the Infrastructure and Automotive business that the Company acquired from Silicon Laboratories, Inc. in July 2021 (“MSS”).

•

EBITDA Margin Percentile Ranking Metric:   Consistent with the prior year’s award, the Compensation Committee set the target percentile at the 55th percentile of the FY23 Peer Group in order to further incentivize above-median performance.

•

TSR Percentile Ranking Metric:   Consistent with the prior year’s award, the Compensation Committee set the target percentile at the 55th percentile of the applicable peer group in order to further incentivize above-median performance.

42 Proxy Statement

The number of shares issuable under the FY23 PSAs corresponds to the level of achievement of the performance goals, as follows (subject to linear interpolation for amounts between “threshold” and “target” or “target” and “maximum”):

​	Performance Achieved
​	Threshold		Target		Maximum
% of Target Level Shares Earned with Respect to Emerging Revenue Growth Metric	​	50%	​	100%	​	200%
% of Target Level Shares Earned with Respect to EBITDA Margin Percentile Ranking Metric	​	50%	​	100%	​	200%
% of Target Level Shares Earned with Respect to TSR Percentile Ranking Metric	​	50%	​	100%	​	300%

The “continued employment” condition of the FY23 PSAs provides that, to the extent that the performance goals are met, the shares earned under such metrics would vest as follows (provided, in each case, that the executive remains employed by the Company through each such vesting date):

​	Anniversary of Grant Date(1)
​	Two Year		Three Year
% of Shares Earned with Respect to Emerging Revenue Growth Metric	​	100%	​	​
% of Shares Earned with Respect to EBITDA Margin Percentile Ranking Metric	​	100%	​	​
% of Shares Earned with Respect to TSR Percentile Ranking Metric	​	​	​	100%

(1)

In the event of termination by reason of death or permanent disability, the holder of an FY23 PSA (or the holder’s estate) would receive any earned but unissued shares that would have been issuable thereunder during the remaining term of the award.

During fiscal year 2022, the base period against which fiscal year 2023 emerging revenue performance was measured, the Company achieved revenue in the specified key product categories of  $1,936 million. The base period emerging revenue included revenue from the automotive, 5G BAW-enabled device and next-generation connectivity product categories, as well as revenue generated by MSS. During fiscal year 2023, the Company achieved revenue in the specified key product categories of  $2,163 million, representing emerging revenue growth of 12%, which exceeds the “maximum” level of performance. This growth was driven by strong performance in the BAW-enabled and MSS product categories. This resulted in the Company achieving 200% of the target level of shares for such metric. The shares earned under this metric will be issued in November 2024, provided that the Named Executive Officer meets the continued employment condition.

In the period comprising fiscal year 2022 and fiscal year 2023, the period over which the EBITDA margin percentile ranking metric was measured, the Company achieved a margin of 44%, resulting in its ranking in the 62nd percentile against the applicable peer group. This resulted in the

Company achieving 133% of the target level of shares for such metric. The shares earned under this metric were issued in November 2023.

Outstanding PSAs at the End of Fiscal Year 2023

As summarized in the table below of the annual PSA grants made to Named Executive Officers since our fiscal year ended September 28, 2018 (“fiscal year 2018”) (the first year in which the Compensation Committee awarded PSAs subject to a metric measured over a three-year performance period), achievement of the TSR percentile ranking metric under the FY23 PSAs, which is subject to a three-year performance period, will be determined following the conclusion of the Company’s fiscal year ending October 3, 2025 (“fiscal year 2025”). During the three-year performance period under the fiscal year 2021 PSAs comprising the Company’s fiscal years 2021, 2022, and 2023, the Company realized a TSR of  -23% resulting in its ranking in the 4th percentile against the applicable peer group. As a result of failing to achieve the threshold TSR percentile ranking metric, no shares were earned by the Named Executive Officers with respect to such metric, and all PSAs with respect to such metric were cancelled.

Proxy Statement 43

PSA Fiscal Year	Grant Date	Metric	Performance Period	Achieved (% of Target)
FY18	11/7/2017	Non-GAAP EBITDA Growth 3-year TSR Percentile Ranking	FY18 FY18 — FY20	99.8% 0%
FY19	11/6/2018	Non-GAAP EBITDA Growth 3-year TSR Percentile Ranking	FY19 FY19 — FY21	0% 74.1%
​	​	Emerging Revenue Growth	FY20	200%
FY20	11/5/2019	Design Wins	FY20	200%
​	​	3-year TSR Percentile Ranking	FY20 — FY22	0%
​	​	Emerging Revenue Growth	FY21	200%
FY21	11/11/2020	Design Wins	FY21	200%
​	​	3-year TSR Percentile Ranking	FY21 — FY23	0%
​	​	Emerging Revenue Growth	FY22	200%
FY22	11/10/2021	EBITDA Margin Percentile Ranking	FY22 — FY23	133%
​	​	3-year TSR Percentile Ranking	FY22 — FY24	Perf. Period in Progress(1)
​	​	Emerging Revenue Growth	FY23	200%
FY23	11/8/2022	EBITDA Margin Percentile Ranking	FY23 — FY24	Perf. Period in Progress(2)
​	​	3-year TSR Percentile Ranking	FY23 — FY25	Perf. Period in Progress(3)

(1)

As of January 18, 2024, performance under this metric during the applicable performance period was below the “threshold” level of performance.

(2)

As of January 18, 2024, performance under this metric during the applicable performance period was between the “target” and “maximum” levels of performance.

(3)

As of January 18, 2024, performance under this metric during the applicable performance period was between the “threshold” and “target” levels of performance.

Other Compensation and Benefits

We provide other benefits to our executive officers that are intended to be part of a competitive overall compensation program and are not tied to any company performance criteria. Consistent with our objective of having compensation programs that are considered fair to our employees, executive officers are eligible to participate in the Company’s medical, dental, vision, life, and disability insurance plans, as well as the Company’s 401(k) Savings and Retirement Plan and Employee Stock Purchase Plan, under the same terms as such benefits are offered to other benefits-eligible employees. We do not provide executive officers with any enhanced retirement benefits (i.e., executive officers are subject to the same limits on contributions as other employees, as we do not offer any supplemental executive retirement plan or other similar non-qualified deferred compensation plan), and they are eligible for 401(k) company-match contributions under the same terms as other employees.

We offered executives the opportunity to participate in a reimbursement program for fiscal year 2023 providing up to an aggregate of $20,000 to each executive for the purchase of financial planning services, estate planning services, personal tax planning and preparation services, and/or an executive physical. No tax gross-up was provided for such reimbursements. In fiscal year 2023, each of the Named Executive Officers received reimbursement in connection with such services.

Severance and Change-in-Control Benefits

None of our executive officers, including the Named Executive Officers, has an employment agreement that provides a specific term of employment with the Company. Accordingly, the employment of any such employee may be terminated at any time. We do provide certain benefits to our Named Executive Officers upon certain qualifying terminations of employment and in connection with terminations of employment under certain circumstances following a change in

44 Proxy Statement

control. A description of the material terms of our severance and change-in-control arrangements with the Named Executive Officers can be found immediately below and further below under “Potential Payments Upon Termination or Change in Control.”

The Compensation Committee believes that severance protections can play a valuable role in recruiting and retaining superior talent. Severance and other termination benefits are an effective way to offer executives financial security to incent them to forego an opportunity with another company. These agreements also protect the Company as the Named Executive Officers are bound by non-solicit covenants for a period of twelve (12) months after termination of employment. Outside of the change-in-control context, each Named Executive Officer is entitled to severance benefits if his or her employment is involuntarily terminated by the Company without cause and, in the case of the Chief Executive Officer, if he terminates his own employment for good reason (as defined in the Chief Executive Officer’s change-in-control agreement). The level of each Named Executive Officer’s cash severance or other termination benefit is generally tied to his or her annual base salary and short-term incentive amounts.

Additionally, each Named Executive Officer would receive enhanced severance benefits and accelerated vesting of equity awards if his or her employment were terminated under certain circumstances in connection with a change in control of the Company. These benefits are described in detail further below under “Potential Payments Upon Termination or Change in Control.” The Compensation Committee believes these enhanced severance benefits and accelerated vesting are appropriate because the occurrence, or potential occurrence, of a change-in-control transaction would likely create

uncertainty regarding the continued employment of executive officers that typically occurs in a change-in-control context, and such severance benefits and accelerated vesting encourage the Named Executive Officers to remain employed with the Company through the change-in-control process and to focus on enhancing stockholder value both before and during the process. In addition, the vesting protection helps assure the Named Executive Officers that they will not lose the expected value of their equity awards because of a change in control of the Company.

Executive Officer Stock Ownership Requirements

We have adopted executive officer stock ownership guidelines with the objective of more closely aligning the interests of our executive officers with those of our stockholders. Under the executive officer stock ownership guidelines, our Named Executive Officers are each required to hold the lower of  (a) the number of shares with a fair market value equal to the applicable multiple of such executive’s current base salary, or (b) the applicable number of shares, each as set forth in the table below. Common stock owned outright by the Named Executive Officer (or by his or her spouse or minor children), common stock held in trust for the benefit of the Named Executive Officer (or his or her spouse or minor children), or restricted stock or restricted stock units granted pursuant to the equity compensation plans of the Company for which restrictions have lapsed, count towards the requirement. Unexercised options, whether or not vested, and restricted stock and restricted stock units still subject to risk of forfeiture, as well as any unissued performance shares, do not count towards the requirement. All of our Named Executive Officers are in compliance with the executive officer stock ownership guidelines as of the date hereof.

​	Multiple of Annual Base Salary(1)		Shares
Chief Executive Officer	​	6	​	96,900
Chief Financial Officer	​	2.5	​	21,000
Senior Vice President, Technology and Manufacturing	​	2.5	​	19,900
Senior Vice President, Sales and Marketing	​	2.5	​	18,600
Senior Vice President and General Counsel	​	2.5	​	18,600

Proxy Statement 45

(1)

For purposes of the executive officer stock ownership guidelines, the fair market value of the Company’s common stock is the average closing price per share of the Company’s common stock as reported on the Nasdaq Global Select Market (or if the common stock is not then traded on such market, such other market on which the common stock is traded) for the twelve (12) month period ending with the determination date.

Executive Compensation Recoupment Policies

In March 2022, the Company adopted an executive compensation recoupment policy (the “2022 Policy”) that applies to both cash and equity incentive compensation for executive officers. Under the 2022 Policy, if we are required to prepare an accounting restatement for one or more periods due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws, the Board or a committee of independent directors authorized by the Board will investigate the circumstances to determine whether an act or omission of a current or former executive officer, involving fraud or intentional misconduct, contributed to the circumstances resulting in the restatement. Following the investigation, we may require repayment of certain incentive-based compensation received by the executive officer in the three-year period preceding restatement. In November 2023, the Company adopted a new executive compensation recovery policy (the “2023 Policy”) for purposes of complying with Section 10D of the Exchange Act and Nasdaq listing standards. The 2023 Policy provides that, in the event the Company is required to prepare an accounting restatement on or after October 2, 2023 (the “Effective Date”) due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws, the Company will act to recover the amount of incentive-based compensation received on or after the Effective Date, by its current and former Section 16 officers, as applicable, in excess of the amount of incentive-based compensation that would have been received had it been determined based on the restated amount, subject to limited exceptions. In the event that an accounting restatement is not covered by the 2023 Policy but is covered by the 2022 Policy, the 2022 Policy will apply. In the event

that an accounting restatement could be covered by both the 2022 Policy and 2023 Policy, only the 2023 Policy will apply.

Prohibition on Hedging and Certain Other Transactions

We prohibit our directors, officers, and employees (or any of their designees) from directly or indirectly engaging in the following transactions with respect to securities of the Company:

•

selling short, including short sales “against the box”;

•

buying or selling put or call options; or

•

purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of securities of the Company, whether through the use of traded securities, privately negotiated derivative securities, or synthetic financial instruments.

In addition, we prohibit our directors, officers, and employees from purchasing Company securities on margin, borrowing against Company securities held in a margin account, or pledging Company securities as collateral for a loan.

Compliance with Internal Revenue Code Section 162(m)

For fiscal year 2023, the Company will be unable to deduct compensation in excess of  $1 million paid to certain executive officers, as specified under Section 162(m) of the Internal Revenue Code (“IRC”). The Compensation Committee uses its judgment to authorize compensation payments that may be subject to the limit when the Compensation Committee believes such payments are appropriate and in the best interests of the Company and its stockholders.

46 Proxy Statement

Compensation Tables for Named Executive Officers

Summary Compensation Table

The following table summarizes compensation earned by, or awarded or paid to, our Named Executive Officers for fiscal year 2023, fiscal year 2022, and our fiscal year ended October 1, 2021 (“fiscal year 2021”).

Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)
Liam K. Griffin	2023	1,170,502	14,554,926	1,509,604	26,404	17,261,436
Chairman, Chief Executive Officer and President	2022	1,124,289	13,087,793	2,423,906	31,174	16,667,162
	2021	1,070,223	11,612,745	3,440,000	27,453	16,150,421
Kris Sennesael	2023	604,200	4,142,435	486,606	20,921	5,254,162
Senior Vice President and Chief Financial Officer	2022	585,092	4,131,556	788,306	17,384	5,522,338
	2021	556,885	3,589,223	1,120,000	15,203	5,281,311
Reza Kasnavic(4)	2023	574,100	4,377,587	370,013	35,936	5,357,636
Senior Vice President, Technology and Manufacturing	2022	553,677	4,013,570	597,396	33,910	5,198,553
Carlos S. Bori	2023	538,900	4,377,587	347,530	26,162	5,290,179
Senior Vice President, Sales and Marketing	2022	515,327	4,013,570	557,713	15,324	5,101,934
	2021	473,131	3,061,420	760,000	17,154	4,311,705
Robert J. Terry	2023	538,200	3,605,110	346,887	27,150	4,517,347
Senior Vice President, General Counsel and Secretary	2022	518,885	3,305,147	559,858	22,731	4,406,621
	2021	490,027	2,850,298	787,200	16,045	4,143,570

(1)

The amounts in the Stock Awards column represent the grant date fair values, computed in accordance with the provisions of FASB ASC Topic 718 — Compensation — Stock Compensation (“ASC 718”), of PSAs and RSUs granted during the applicable fiscal year, without regard to estimated forfeiture rates. For fiscal years 2021, 2022, and 2023, assuming the highest level of performance achievement with respect to the PSAs, the grant date fair values of the Stock Awards would be as follows: Mr. Griffin (FY 2021: $14,912,691; FY 2022: $16,912,789; FY 2023: $18,454,902), Mr. Sennesael (FY 2021: $4,609,190; FY 2022: $5,339,011; FY2023: $5,252,414), Mr. Kasnavi (FY 2022: $5,886,558; FY 2023: $5,550,558), Mr. Bori (FY 2021: $3,931,401; FY 2022: $5,186,558; FY 2023: $5,550,558), and Mr. Terry (FY 2021: $3,660,286; FY 2022: $4,271,095; FY 2023: $4,571,105). For a description of the assumptions used in calculating the fair value of equity awards in fiscal year 2023 under ASC 718, see Note 9 of the Company’s financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 17, 2023.

(2)

Reflects amounts paid to the Named Executive Officers pursuant to the executive incentive plan adopted by the Compensation Committee for each year indicated.

(3)

“All Other Compensation” includes the Company’s contributions to the executive’s 401(k) Plan account, the cost of group term life insurance premiums, and financial planning benefits. For fiscal year 2023, it specifically includes $13,200 in Company contributions to each Named Executive Officer’s 401(k) Plan account, as well as $7,310, $2,500, $20,000, $10,180, and $9,226 in financial planning benefits for Messrs. Griffin, Sennesael, Kasnavi, Bori and Terry, respectively.

(4)

Mr. Kasnavi was not a Named Executive Officer prior to fiscal year 2022.

Proxy Statement 47

Grants of Plan-Based Awards Table

The following table summarizes all grants of plan-based awards made to the Named Executive Officers in fiscal year 2023, including incentive awards payable under the Incentive Plan.

​

​

​

Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1)

Estimated Future Payouts Under Equity Incentive Plan Awards(2)

All Other Stock Awards: Number of Shares of Stock Or Units (#)(3)

Grant Date Fair Value of Stock and Option Awards ($)

Name

Grant Date

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

Liam K. Griffin

​

​

​

940,000

​

1,880,000

​

3,760,000

​

​

​

​

​

​

​

​

​

​

​

​

​

11/08/2022

​

​

​

​

​

​

​

43,988

​

87,976

​

219,940

​

​

​

9,354,928

(4)

​

​

11/08/2022

​

​

​

​

​

​

​

​

​

​

​

​

​

58,651

​

5,199,998

(5)

Kris Sennesael

​

​

​

303,000

​

606,000

​

1,212,000

​

​

​

​

​

​

​

​

​

​

​

​

​

11/08/2022

​

​

​

​

​

​

​

12,519

​

25,039

​

62,597

​

​

​

2,662,552

(4)

​

​

11/08/2022

​

​

​

​

​

​

​

​

​

​

​

​

​

16,692

​

1,479,913

(5)

Reza Kasnavi

​

​

​

230,400

​

460,800

​

921,600

​

​

​

​

​

​

​

​

​

​

​

​

​

11/08/2022

​

​

​

​

​

​

​

13,230

​

26,460

​

66,150

​

​

​

2,813,624

(4)

​

​

11/08/2022

​

​

​

​

​

​

​

​

​

​

​

​

​

17,640

​

1,563,962

(5)

Carlos S. Bori

​

​

​

216,400

​

432,800

​

865,600

​

​

​

​

​

​

​

​

​

​

​

​

​

11/08/2022

​

​

​

​

​

​

​

13,230

​

26,460

​

66,150

​

​

​

2,813,624

(4)

​

​

11/08/2022

​

​

​

​

​

​

​

​

​

​

​

​

​

17,640

​

1,563,962

(5)

Robert J. Terry

​

​

​

216,000

​

432,000

​

864,000

​

​

​

​

​

​

​

​

​

​

​

​

​

11/08/2022

​

​

​

​

​

​

​

10,895

​

21,791

​

54,477

​

​

​

2,317,146

(4)

​

​

11/08/2022

​

​

​

​

​

​

​

​

​

​

​

​

​

14,527

​

1,287,964

(5)

(1)

The amounts shown represent the potential value of awards earned under the Incentive Plan. The amounts actually paid to the Named Executive Officers under the Incentive Plan are shown above in the “Summary Compensation Table” under “Non-Equity Incentive Plan Compensation.” For a more complete description of the Incentive Plan, please see description above under “Components of Compensation — Short-Term Incentives.”

(2)

The amounts shown represent shares potentially issuable pursuant to the FY23 PSAs granted on November 8, 2022, under the Company’s 2015 Long-Term Incentive Plan, as described above under “Components of Compensation — Long-Term Stock-Based Compensation.”

(3)

Represents shares underlying RSU awards granted under the Company’s 2015 Long-Term Incentive Plan. Each RSU award vests over four years at a rate of twenty-five percent (25%) per year commencing one year after the grant date and on each subsequent anniversary of the grant date for the following three years, provided the executive remains employed by the Company through each such vesting date.

(4)

Reflects the grant date fair value of the FY23 PSAs, computed in accordance with the provisions of ASC 718, using (a) a Monte Carlo simulation (which weights the probability of multiple potential outcomes) to value the portion of the award related to TSR percentile ranking, and (b) a price of  $88.66 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on November 8, 2022, to value the portion of the award related to emerging revenue growth and design wins, assuming performance at the “target” level. For a description of the assumptions used in calculating the fair value of equity awards granted in fiscal year 2023 under ASC 718, see Note 9 of the Company’s financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 17, 2023.

(5)

Reflects the grant date fair value of the RSUs granted on November 8, 2022, computed in accordance with the provisions of ASC 718 using a price of  $88.66 per share, which was the closing price of the Company’s common stock on the Nasdaq Global Select Market on November 8, 2022.

48 Proxy Statement

Outstanding Equity Awards at Fiscal Year End Table

The following table summarizes the unvested stock awards and all stock options held by the Named Executive Officers as of the end of fiscal year 2023.

​

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock that Have Not Vested (#)

Market Value of Shares or Units of Stock that Have Not Vested ($)(1)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that Have Not Vested ($)(1)

Liam K. Griffin

​

​

​

​

​

​

​

​

​

10,129

(2)

​

998,618

​

11,468

(8)

​

1,130,630

​

​

​

​

​

​

​

​

​

​

15,291

(3)

​

1,507,540

​

11,930

(9)

​

1,176,179

​

​

​

​

​

​

​

​

​

​

23,859

(4)

​

2,352,259

​

87,976

(10)

​

8,673,553

​

​

​

​

​

​

​

​

​

​

58,651

(5)

​

5,782,402

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

39,726

(6)

​

3,916,586

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

43,988

(7)

​

4,336,777

​

​

​

​

​

Kris Sennesael

​

12,770

​

—

​

77.66

​

11/9/2023

​

3,241

(2)

​

319,530

​

3,544

(8)

​

349,403

​

​

​

​

​

​

​

​

​

​

4,726

(3)

​

465,936

​

3,766

(9)

​

371,290

​

​

​

​

​

​

​

​

​

​

7,532

(4)

​

742,580

​

25,039

(10)

​

2,468,595

​

​

​

​

​

​

​

​

​

​

16,692

(5)

​

1,645,664

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

12,540

(6)

​

1,236,319

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

12,520

(7)

​

1,234,347

​

​

​

​

​

Reza Kasnavi

​

​

​

​

​

​

​

​

​

2,735

(2)

​

269,644

​

3,440

(8)

​

339,150

​

​

​

​

​

​

​

​

​

​

4,586

(3)

​

452,134

​

3,658

(9)

​

360,642

​

​

​

​

​

​

​

​

​

​

7,317

(4)

​

721,383

​

26,460

(10)

​

2,608,691

​

​

​

​

​

​

​

​

​

​

17,640

(5)

​

1,739,128

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

12,183

(6)

​

1,201,122

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

13,230

(7)

​

1,304,346

​

​

​

​

​

Carlos S. Bori

​

​

​

​

​

​

​

​

​

2,735

(2)

​

269,644

​

3,023

(8)

​

298,038

​

​

​

​

​

​

​

​

​

​

4,030

(3)

​

397,318

​

3,658

(9)

​

360,642

​

​

​

​

​

​

​

​

​

​

7,317

(4)

​

721,383

​

26,640

(10)

​

2,608,691

​

​

​

​

​

​

​

​

​

​

17,640

(5)

​

1,739,128

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

12,183

(6)

​

1,201,122

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

13,230

(7)

​

1,304,346

​

​

​

​

​

Robert J. Terry

​

​

​

​

​

​

​

​

​

2,633

(2)

​

259,587

​

2,815

(8)

​

277,531

​

​

​

​

​

​

​

​

​

​

3,752

(3)

​

369,910

​

3,012

(9)

​

296,953

​

​

​

​

​

​

​

​

​

​

6,025

(4)

​

594,005

​

21,791

(10)

​

2,148,375

​

​

​

​

​

​

​

​

​

​

14,527

(5)

​

1,432,217

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

10,033

(6)

​

989,153

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

10,896

(7)

​

1,074,237

​

​

​

​

​

(1)

Reflects a price of  $98.59 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on September 29, 2023.

(2)

Represents shares issuable under an RSU award granted on November 5, 2019, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vested at a rate of 25% per year on each anniversary of the grant date until it became fully vested on November 5, 2023.

(3)

Represents shares issuable under an RSU award granted on November 11, 2020, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of 25% per year on each anniversary of the grant date through November 11, 2024.

(4)

Represents shares issuable under an RSU award granted on November 10, 2021, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of 25% per year on each anniversary of the grant date through November 10, 2025.

Proxy Statement 49

(5)

Represents shares issuable under an RSU award granted on November 8, 2022, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of 25% per year on each anniversary of the grant date through November 8, 2026.

(6)

Represents shares issuable under the fiscal year 2022 PSAs (“FY22 PSAs”) (awarded on November 10, 2021) with respect to the emerging revenue growth metric measured over a one-year performance period consisting of the Company’s fiscal year 2022, assuming achievement at the “maximum” level of performance, one hundred percent (100%) of which were issued on November 10, 2023. Also represents shares issuable under the FY22 PSAs with respect to the EBITDA margin percentile ranking metric measured over a two-year performance period consisting of the Company’s fiscal years 2022 and 2023, assuming achievement with respect to such metric of 133% of the target level of performance, one hundred percent (100%) of which were issued on November 10, 2023.

(7)

Represents shares issuable under the FY23 PSAs (awarded on November 8, 2022, as described above under “Components of Compensation — Long-Term Stock-Based Compensation”) with respect to the emerging revenue growth metric measured over a one-year performance period consisting of the Company’s fiscal year 2023, assuming achievement at the “maximum” level of performance. One hundred percent (100%) of the shares to be earned under the FY23 PSAs with respect to this metric will be issued on November 8, 2024, to the extent earned and provided that the executive meets the continued employment condition.

(8)

Represents shares issuable under the fiscal year 2021 PSAs (the “FY21 PSAs”) with respect to the TSR percentile ranking metric, assuming achievement at the “threshold” level of performance. This portion of the FY21 PSAs, which was subject to a three-year performance period, would have been issued on November 11, 2023, had it been achieved.

(9)

Represents shares issuable under the FY22 PSAs with respect to the TSR percentile ranking metric, assuming achievement at the “threshold” level of performance. This portion of the FY22 PSAs, which is subject to a three-year performance period, will be issued on November 10, 2024, to the extent earned and provided that the executive meets the continued employment condition.

(10)

Represents shares issuable under the FY23 PSAs (awarded on November 8, 2022, as described above under “Components of Compensation — Long-Term Stock-Based Compensation”) with respect to the TSR percentile ranking metric, assuming achievement at the “target” level of performance. This portion of the FY23 PSAs, which is subject to a three-year performance period, will be issued on November 8, 2025, to the extent earned and provided that the executive meets the continued employment condition. Also represents shares issuable under the FY23 PSAs with respect to the EBITDA margin percentile ranking metric measured over a two-year performance period consisting of the Company’s fiscal years 2023 and 2024, assuming achievement at the “maximum” level of performance. This portion of the FY23 PSAs will be issued on November 8, 2024, to the extent earned and provided that the executive meets the continued employment condition.

Option Exercises and Stock Vested Table

The following table summarizes the Named Executive Officers’ option exercises and stock award vesting during fiscal year 2023.

​	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Liam K. Griffin	​	13,211	​	348,977	​	60,765	​	5,649,836
Kris Sennesael	​	40,000	​	1,242,374	​	18,591	​	1,729,714
Reza Kasnavi	​	—	​	—	​	16,768	​	1,566,232
Carlos S. Bori	​	—	​	—	​	16,503	​	1,533,838
Robert J. Terry	​	—	​	—	​	14,204	​	1,324,298

(1)

The value realized on exercise is based on the amount by which the market price of a share of the Company’s common stock at the time of exercise exceeded the applicable exercise price per share of the exercised option.

(2)

The value realized upon vesting is determined by multiplying (a) the number of shares underlying the stock awards that vested, by (b) the closing price of the Company’s common stock on the Nasdaq Global Select Market on the applicable vesting date.

50 Proxy Statement

Potential Payments Upon Termination or Change in Control

Mr. Griffin

On May 10, 2023, in connection with the expiration, in accordance with its terms, of the Amended and Restated Change in Control / Severance Agreement between the Company and Mr. Griffin, the Company entered into a Second Amended and Restated Change in Control / Severance Agreement with Mr. Griffin (the “Griffin Agreement”). The Griffin Agreement sets out severance benefits that become payable if, while employed by the Company, other than following a change in control, Mr. Griffin either (i) is terminated without cause, or (ii) terminates his employment for good reason. The severance benefits provided to Mr. Griffin under either of these circumstances would consist of: (i) a lump-sum payment equal to two (2) times the sum of (A) his then-current annual base salary immediately prior to such termination and (B) the Bonus Amount (as defined below); (ii) full acceleration of the vesting of all of Mr. Griffin’s outstanding stock options, which stock options would become exercisable for a period of two (2) years after the termination date (but not beyond the expiration of their respective maximum terms), full acceleration of the vesting of all outstanding restricted stock awards (including awards of restricted stock units), and the right to receive the number of performance shares under outstanding PSAs that are earned but unissued and that he would have earned had he remained employed through the end of the applicable performance period; and (iii) provided he is eligible for and timely elects to continue receiving group medical coverage (and provided the provision of such payments will not violate any applicable nondiscrimination laws), certain COBRA continuation for him and his eligible dependents (“COBRA continuation”) for up to fifteen (15) months after the termination date. The “Bonus Amount” is an amount equal to the greater of  (x) the average of the short-term cash incentive awards received for the three (3) years prior to the year in which the termination occurs, and (y) the target annual short-term cash incentive award for the year in which the termination occurs.

The Griffin Agreement also sets out severance benefits that become payable if, within the period of time commencing three (3) months prior to and ending two (2) years following a change in control, Mr. Griffin’s employment is either (i) terminated by the Company without cause, or (ii) terminated by him for good reason (a “Qualifying Termination”). The severance benefits provided to Mr. Griffin in such circumstances would consist of the following: (i) a lump-sum payment equal to two and one-half  (21∕2) times the sum of  (A) his annual base salary immediately prior to the change in control, and (B) the CIC Bonus Amount (as defined below); (ii) all of Mr. Griffin’s then-outstanding stock options would become exercisable for a period of thirty (30) months after the termination date (but not beyond the expiration of their respective maximum terms); and (iii) COBRA continuation for up to eighteen (18) months after the termination date. The “CIC Bonus Amount” is an amount equal to the greater of  (x) the average of the annual short-term cash incentive awards received for the three (3) years prior to the year in which the change of control occurs and (y) the target annual short-term cash incentive award for the year in which the change of control occurs.

The Griffin Agreement also provides that in the event of a Qualifying Termination, Mr. Griffin is entitled to full acceleration of the vesting of all of his outstanding equity awards (including stock options, restricted stock awards, RSU awards, and all earned but unissued performance-based equity awards). At the time of a change in control, all such outstanding equity awards would continue to be subject to the same time-based vesting schedule to which the awards were subject prior to the change in control (including performance-based equity awards that are deemed earned at the time of the change in control as described below). For performance-based equity awards where the change in control occurs prior to the end of the applicable performance period, such awards would be deemed earned as to the greater of  (i) the target level of shares for such awards, or (ii) if such calculation is determined to be practicable by the Compensation Committee, the number of shares that would have been earned pursuant to the terms of such awards based upon performance

Proxy Statement 51

up through and including the day prior to the date of the change in control. In the event that the successor or surviving company does not agree to assume, or to substitute for, such outstanding equity awards on substantially similar terms with substantially equivalent economic benefits as exist for such award immediately prior to the change in control, then such awards would accelerate in full as of the change in control.

In the event of Mr. Griffin’s death or permanent disability (within the meaning of Section 22(e)(3) of the IRC), the Griffin Agreement provides for full acceleration of the vesting of all then-outstanding equity awards subject to time-based vesting (including stock options, restricted stock awards, RSU awards, and all performance-based equity awards where the performance period has ended and the shares are earned but unissued). The Griffin Agreement also provides that if Mr. Griffin’s death or permanent disability occurs prior to the end of the performance period of a performance-based equity award, each such award would be deemed earned as to the greater of  (i) the target level of shares for such award, or (ii) the number of shares that would have been earned pursuant to the terms of such award had he remained employed through the end of the performance period, and such earned shares would become vested and issuable to him after the performance period ends. In addition, all outstanding stock options would remain exercisable for a period of twelve (12) months following the termination of employment (but not beyond the expiration of their respective maximum terms).

The Griffin Agreement is intended to be exempt from or compliant with Section 409A of the IRC and has an initial two (2) year term from May 10, 2023, and thereafter renews automatically on an annual basis for up to five (5) additional years unless either the Company or Mr. Griffin timely provides a notice of non-renewal to the other prior to the end of the then-current term. The payments due to Mr. Griffin under the Griffin Agreement are subject to potential reduction in the event that such payments would otherwise become subject to excise tax incurred under Section 4999 of the IRC, if such reduction would result in his retaining a larger amount, on an

after-tax basis, than if he had received all of the payments due.

Additionally, the Griffin Agreement requires that Mr. Griffin sign a release of claims in favor of the Company before he is eligible to receive any benefits under the Griffin Agreement and contains a non-solicitation provision applicable to Mr. Griffin while he is employed by the Company and for twelve (12) months following the termination of his employment.

The terms “change in control,” “cause,” and “good reason” are each defined in the Griffin Agreement. Change in control means, in summary: (i) the acquisition by a person or a group of 40% or more of the outstanding stock of the Company; (ii) a change, without approval by the Board of Directors, of a majority of the Board of Directors of the Company; (iii) the acquisition of the Company by means of a reorganization, merger, consolidation, or asset sale; or (iv) stockholder approval of a liquidation or dissolution of the Company. Cause means, in summary: (i) deliberate dishonesty that is significantly detrimental to the best interests of the Company; (ii) conduct constituting an act of moral turpitude; (iii) willful disloyalty or insubordination; or (iv) incompetent performance or substantial or continuing inattention to or neglect of duties. Good reason means, in summary: (i) a material diminution in his base compensation, authority, duties, responsibilities, or budget over which he retains authority; (ii) a requirement that Mr. Griffin report to a corporate officer or employee instead of reporting directly to the Board of Directors; (iii) a material change in his office location; or (iv) any action or inaction constituting a material breach by the Company of the terms of the agreement.

Mr. Sennesael, Mr. Kasnavi, Mr. Bori, and Mr. Terry

The Company entered into Amended and Restated Change in Control / Severance Agreements with each of Mr. Sennesael, Mr. Kasnavi, Mr. Bori, and Mr. Terry on May 10, 2023, respectively. Each such Amended and Restated Change in Control / Severance Agreement is referred to herein as a “CIC Agreement.”

52 Proxy Statement

Each CIC Agreement sets out severance benefits that become payable if the executive officer experiences a Qualifying Termination. The severance benefits provided to the executive in such circumstances would consist of the following: (i) a lump sum payment equal to one and one-half (11∕2) times the sum of  (A) his annual base salary immediately prior to the change in control, and (B) the CIC Bonus Amount; (ii) all of the executive’s then-outstanding stock options would remain exercisable for a period of eighteen (18) months after the termination date (but not beyond the expiration of their respective maximum terms); and (iii) COBRA continuation for up to eighteen (18) months after the termination date.

Each CIC Agreement also provides that in the event of a Qualifying Termination, the executive is entitled to full acceleration of the vesting of all of his outstanding equity awards (including stock options, restricted stock awards, RSU awards, and all earned but unissued performance-based equity awards). At the time of a change in control, all such outstanding equity awards would continue to be subject to the same time-based vesting schedule to which the awards were subject prior to the change in control (including performance-based equity awards that are deemed earned at the time of the change in control as described below). For performance-based equity awards where the change in control occurs prior to the end of the performance period, such awards would be deemed earned as to the greater of  (i) the target level of shares for such awards, or (ii) if such calculation is determined to be practicable by the Compensation Committee, the number of shares that would have been earned pursuant to the terms of such awards based upon performance up through and including the day prior to the date of the change in control. In the event that the successor or surviving company does not agree to assume, or to substitute for, such outstanding equity awards on substantially similar terms with substantially equivalent economic benefits as exist for such award immediately prior to the change in control, then such awards would accelerate in full as of the change in control.

Each CIC Agreement also sets out severance benefits outside a change in control that become

payable if the executive’s employment is terminated by the Company without cause. The severance benefits provided to the executive under such circumstance would consist of the following: (i) biweekly compensation continuation payments commencing not more than sixty (60) days after such termination and continuing for a period of twelve (12) months, with each such compensation continuation payment being equal to the aggregate payment amount divided by twenty-six (26), where the aggregate payment is equal to the sum of  (x) his then-current annual base salary, and (y) any short-term cash incentive award then due; (ii) all then-vested outstanding stock options would remain exercisable for a period of twelve (12) months after the termination date (but not beyond the expiration of their respective maximum terms); and (iii) COBRA continuation coverage for up to twelve (12) months after the termination date.

In the event of the executive’s death or permanent disability (within the meaning of Section 22(e)(3) of the IRC), each CIC Agreement provides for full acceleration of the vesting of all then-outstanding equity awards subject to time-based vesting (including stock options, restricted stock awards, RSU awards, and all performance-based equity awards where the performance period has ended and the shares are earned but unissued). Each CIC Agreement also provides that for a performance-based equity award where the executive’s death or permanent disability occurs prior to the end of the performance period, such award would be deemed earned as to the greater of  (i) the target level of shares for such award, or (ii) the number of shares that would have been earned pursuant to the terms of such award had the executive remained employed through the end of the performance period, and such earned shares would become vested and issuable to the executive after the performance period ends. In addition, all outstanding stock options would remain exercisable for a period of twelve (12) months following the termination of employment (but not beyond the expiration of their respective maximum terms).

Each CIC Agreement is intended to be exempt from or compliant with Section 409A of the IRC and has an initial two (2) year term, and thereafter

Proxy Statement 53

renews automatically on an annual basis for up to five (5) additional years unless either the Company or the executive timely provides a notice of non-renewal to the other prior to the end of the then-current term. The payments due to each executive under his or her CIC Agreement are subject to potential reduction in the event that such payments would otherwise become subject to excise tax incurred under Section 4999 of the IRC, if such reduction would result in the executive retaining a larger amount, on an after-tax basis, than if he had received all of the payments due.

Additionally, each CIC Agreement requires that the executive sign a release of claims in favor of the Company before he is eligible to receive any benefits under the agreement. Each CIC Agreement also contains non-solicitation provisions applicable to the executive while he is employed by the Company and for a period of twelve (12) months following the termination of his employment.

The terms “change in control,” “cause,” and “good reason” are each defined in the CIC Agreements.

Change in control means, in summary: (i) the acquisition by a person or a group of 40% or more of the outstanding stock of the Company; (ii) a change, without approval by the Board of Directors, of a majority of the Board of Directors of the Company; (iii) the acquisition of the Company by means of a reorganization, merger, consolidation, or asset sale; or (iv) stockholder approval of a liquidation or dissolution of the Company. Cause means, in summary: (i) deliberate dishonesty that is significantly detrimental to the best interests of the Company; (ii) conduct constituting an act of moral turpitude; (iii) willful disloyalty or insubordination; or (iv) incompetent performance or substantial or continuing inattention to or neglect of duties. Good reason means, in summary: (i) a material diminution in the executive’s base compensation, authority, duties, or responsibilities; (ii) a material diminution in the authority, duties, or responsibilities of the executive’s supervisor; (iii) a material change in the executive’s office location; or (iv) any action or inaction constituting a material breach by the Company of the terms of the agreement.

54 Proxy Statement

The following table summarizes the payments and benefits that would be made by the Company to the Named Executive Officers as of September 29, 2023, in the following circumstances as of such date:

•

termination without cause outside of a change in control;

•

termination without cause or for good reason in connection with a change in control; and

•

in the event of a termination of employment because of death or disability.

The accelerated equity values in the table reflect a price of  $98.59 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on September 29, 2023. The table does not reflect any equity awards made after September 29, 2023.

Name	Benefit	Termination w/o Cause Outside Change in Control ($)(1)			Termination w/o Cause or for Good Reason, After Change in Control ($)			Death/Disability ($)
Liam K. Griffin(2)	Salary and Short-Term Incentive	​	7,307,804	(3)	​	9,134,755	(4)	​	—
​	Accelerated RSUs	​	10,640,818	​	​	10,640,818	​	​	10,640,818
​	Accelerated PSAs(5)	​	21,367,114	​	​	21,367,114	​	​	21,367,114
​	Medical	​	35,842	​	​	43,010	​	​	—
​	TOTAL	​	39,351,578	​	​	41,185,697	​	​	32,007,932
Kris Sennesael(2)	Salary and Short-Term Incentive	​	606,000	(6)	​	2,113,153	(7)	​	—
​	Accelerated RSUs	​	—	​	​	3,173,711	​	​	3,173,711
​	Accelerated PSAs(5)	​	—	​	​	6,331,351	​	​	6,331,351
​	Medical	​	28,673	​	​	43,010	​	​	—
​	TOTAL	​	634,673	​	​	11,661,225	​	​	9,505,062
Reza Kasnavi(2)	Salary and Short-Term Incentive	​	576,000	(6)	​	1,752,698	(7)	​	—
​	Accelerated RSUs	​	—	​	​	3,182,288	​	​	3,182,288
​	Accelerated PSAs(5)	​	—	​	​	6,461,687	​	​	6,461,687
​	Medical	​	8,956	​	​	13,434	​	​	—
​	TOTAL	​	584,956	​	​	11,410,107	​	​	9,643,975
Carlos S. Bori(2)	Salary and Short-Term Incentive	​	541,000	(6)	​	1,645,956	(7)	​	—
​	Accelerated RSUs	​	—	​	​	3,127,472	​	​	3,127,472
​	Accelerated PSAs(5)	​	—	​	​	6,379,463	​	​	6,379,463
​	Medical	​	28,673	​	​	43,010	​	​	—
​	TOTAL	​	569,673	​	​	11,195,901	​	​	9,506,935
Robert J. Terry(2)	Salary and Short-Term Incentive	​	540,000	(6)	​	1,665,129	(7)	​	—
​	Accelerated RSUs	​	—	​	​	2,655,719	​	​	2,655,719
​	Accelerated PSAs(5)	​	—	​	​	5,317,846	​	​	5,317,846
​	Medical	​	28,673	​	​	43,010	​	​	—
​	TOTAL	​	568,673	​	​	9,681,704	​	​	7,973,565

(1)

For Mr. Griffin, includes amounts payable pursuant to a termination for good reason outside of a change in control.

(2)

Excludes the value of accrued vacation/paid time off required by law to be paid upon termination.

(3)

Represents an amount equal to two (2) times the sum of  (A) Mr. Griffin’s annual base salary as of September 29, 2023, and (B) an Incentive Plan payment, which is equal to the three (3) year average of the actual incentive payments made to Mr. Griffin for fiscal years 2020, 2021, and 2022, since such average is greater than the “target” short-term cash incentive award for fiscal year 2023.

(4)

Represents an amount equal to two and one-half  (21∕2) times the sum of  (A) Mr. Griffin’s annual base salary as of September 29, 2023, and (B) an Incentive Plan payment, which is equal to the three (3) year average of the actual incentive payments made to Mr. Griffin for fiscal years 2020, 2021, and 2022, since such average is greater than the “target” short-term cash incentive award for fiscal year 2023.

Proxy Statement 55

(5)

Represents the value of PSAs that were unvested and outstanding as of September 29, 2023, in accordance with Item 402(j) of Regulation S-K, using the following assumptions: (a) achievement at the “target” level of performance for the FY21 PSAs (3-year TSR percentile ranking metric) scheduled to vest on November 11, 2023, based on the Company’s TSR relative to the applicable peer group for fiscal years 2021 and 2022 tracking below the “target” level of performance; (b) achievement at 200% of the “target” level of performance for the FY22 PSAs emerging revenue growth metric scheduled to vest on November 10, 2023, based on the Company’s actual achievement at the “maximum” level of performance with respect to the performance metric measured over a one-year performance period consisting of the Company’s fiscal year 2022; (c) achievement at 133% of the “target” level of performance for the FY22 PSAs EBITDA margin percentile ranking metric scheduled to vest on November 10, 2023, based on the Company’s tracking of achievement between the “target” and “maximum” levels of performance with respect to the metric measured over a two-year performance period consisting of the Company’s fiscal year 2022 and fiscal year 2023; (d) achievement at the “target” level of performance for the FY22 PSAs (3-year TSR percentile ranking metric) scheduled to vest on November 10, 2024, based on the Company’s TSR relative to the applicable peer group for fiscal year 2022 tracking below the “target” level of performance; (e) achievement at 200% of the “target” level of performance for the FY23 PSAs emerging revenue growth metric scheduled to vest on November 8, 2024, based on the Company’s actual achievement at the “maximum” level of performance with respect to the performance metric measured over a one-year performance period consisting of the Company’s fiscal year 2023; (f) achievement at 192% of the “target” level of performance for the FY23 PSAs EBITDA margin percentile ranking metric scheduled to vest on November 8, 2024, based on the Company’s tracking of achievement between the “target” and “maximum” levels of performance with respect to the metric measured over a two-year performance period consisting of the Company’s fiscal year 2023 and fiscal year 2024; and (g) achievement at the “target” level of performance for the FY23 PSAs (3-year TSR percentile ranking metric) scheduled to vest on November 8, 2025, based on the Company’s TSR relative to the applicable peer group for fiscal year 2023 tracking below the “target” level of performance.

(6)

Represents an amount equal to the Named Executive Officer’s annual base salary as of September 29, 2023.

(7)

Represents an amount equal to one and one-half  (11∕2) times the sum of  (A) the Named Executive Officer’s annual base salary as of September 29, 2023, and (B) an Incentive Plan payment, which is equal to the three (3) year average of the actual incentive payments made to the Named Executive Officer for fiscal years 2020, 2021, and 2022, since such average is greater than the Named Executive Officer’s “target” short-term cash incentive award for fiscal year 2023.

56 Proxy Statement

CEO Pay Ratio

Following is an estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees. For fiscal year 2023:

•

The annual total compensation of our Chief Executive Officer was $17,261,436.

•

The annual total compensation of our median compensated employee was $32,457.

•

Based on the foregoing, we estimate that our Chief Executive Officer’s total annual compensation was approximately 532 times that of our median employee.

To determine the median of the annual total compensation of our employees, we applied the following methodology and material assumptions:

•

We did not use the de minimis exception to exclude any non-U.S. employees. We have a globally diverse workforce with total headcount of approximately 9,750 as of September 29, 2023, of which approximately 76% are located outside the United States, primarily in locations employing large direct labor forces such as Mexico and Singapore where wages are significantly lower than in the United States. The median employee within our employee population was identified, consistent with prior years, as of the last day of our fiscal year, or September 29, 2023, and is a full-time employee in our Mexicali, Mexico facility.

•

To identify the median employee, we used a consistently applied compensation measure that included total taxable earnings paid to our

employees in the most recently completed taxable year in their respective jurisdictions. This included base salary, overtime pay, shift premiums, recognition bonuses, annual cash incentive awards, and long-term stock-based incentive awards. We annualized the compensation of permanent, full-time, and part-time employees who were hired after the beginning of the most recently completed taxable year in their respective jurisdictions.

•

Using this consistently applied compensation measure, we identified an employee at the median and calculated such employee’s total compensation for fiscal year 2023 in accordance with Item 402(c)(2)(x) of Regulation S-K.

•

We did not use any cost-of-living adjustments in identifying the median employee.

•

The annual total compensation of our Chief Executive Officer is the amount reported in the “Total” column of our Summary Compensation Table for fiscal year 2023.

We believe our pay ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

Proxy Statement 57

Pay Versus Performance

The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (“PEO”) and our other named executive officers (the “Other NEOs”) as presented in the Summary Compensation Table (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures.

This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates

compensation decisions in light of Company or individual performance. For further discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis section of this report.

The Company’s executive compensation program reflects our pay-for-performance philosophy. Overall, our executive compensation is closely aligned with stockholder returns, as a substantial portion of compensation to our PEO and Other NEOs is in the form of long-term stock-based compensation awards, where the potential value that may be earned fluctuates depending on the movement of our stock price and/or the achievement of performance goals.

Pay Versus Performance

Year (a)	Summary Compensation Table Total for PEO(1) (b)			Compensation Actually Paid to PEO(2) (c)			Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) (d)			Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) (e)			Value of Initial Fixed $100 Investment Based on:						Net Income (h)			Revenue ($ in millions) (i)
													Total Shareholder Return (f)			Peer Group Total Shareholder Return(3) (g)
2023	​	$	17,261,436	​	$	24,905,013	​	$	5,104,831	​	$	7,246,354	​	$	71.02	​	$	185.42	​	$	982,763,578	​	$	4,772.4
2022	​	$	16,667,162	​	$	(3,791,369)	​	$	5,057,362	​	$	(596,664)	​	$	59.92	​	$	95.60	​	$	1,275,184,583	​	$	5,485.5
2021	​	$	16,150,421	​	$	17,740,729	​	$	4,231,051	​	$	4,521,969	​	$	113.02	​	$	136.11	​	$	1,498,319,703	​	$	5,109.1

(1)

Our PEO was Liam K. Griffin for all years in the table. Our Other NEOs were Kris Sennesael (all years), Carlos S. Bori (all years), Robert J. Terry (all years), Reza Kasnavi (fiscal years 2023 and 2022) and Karilee A. Durham (fiscal year 2021).

(2)

The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act.

(3)

The peer group is the S&P 500 Semiconductors Index.

58 Proxy Statement

​	2023						2022						2021
Adjustments	PEO			Other NEOs*			PEO			Other NEOs*			PEO			Other NEOs*
SCT Amounts	​	$	17,261,436	​	$	5,104,831	​	$	16,667,162	​	$	5,057,362	​	$	16,150,421	​	$	4,231,051
Adjustments for stock and option awards	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
(Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year	​	$	(14,554,926)	​	$	(4,125,680)	​	$	(13,087,793)	​	$	(3,865,961)	​	$	(11,612,745)	​	$	(2,876,649)
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end	​	$	20,516,846	​	$	5,815,643	​	$	7,240,513	​	$	2,138,748	​	$	15,499,027	​	$	3,839,404
Add (Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end	​	$	309,275	​	$	88,027	​	$	(16,465,205)	​	$	(4,559,564)	​	$	(3,984,069)	​	$	(1,101,103)
Add: Vesting date fair value of awards granted and vested during the covered fiscal year	​	$	903,977	​	$	233,375	​	$	1,719,966	​	$	438,328	​	$	1,646,304	​	$	404,850
Add: Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year	​	$	468,405	​	$	130,158	​	$	133,989	​	$	194,423	​	$	41,791	​	$	24,416
(Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year	​	$	0	​	$	0	​	$	0	​	$	0	​	$	0	​	$	0
Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Amounts for the covered fiscal year	​	$	0	​	$	0	​	$	0	​	$	0	​	$	0	​	$	0
CAP Amounts (as calculated)	​	$	24,905,013	​	$	7,246,354	​	​	(3,791,369)	​	​	(596,664)	​	​	17,740,729	​	​	4,521,969

*

Amounts presented are averages for the entire group of Other NEOs in each respective year.

The valuation methodology used to calculate fair values in the above table did not materially differ from those used to calculate fair values at the time of grant as reflected in the SCT Amounts.

The following table lists the five financial performance measures that, in our assessment, represent the most important performance measures we use to link the CAP Amounts for our named executive officers for fiscal year 2023 (our most recently completed fiscal year), to company performance. Of these measures, we have identified revenue as the most important.

Proxy Statement 59

EBITDA margin percentile ranking

Emerging revenue growth

Non-GAAP operating income

Revenue

TSR percentile ranking

The following charts show graphically the relationships over the past three years of the CAP Amounts for our PEO and Other NEOs as compared to our cumulative total shareholder return (“TSR”), the cumulative total shareholder return of our peer group (“Peer Group TSR”), net income and revenue, as well as the relationship between TSR and Peer Group TSR:

60 Proxy Statement

Proxy Statement 61

Director Compensation

The Board sets the compensation for the Company’s non-employee directors, after receiving the recommendations of the Compensation Committee. In formulating its recommendations, the Compensation Committee seeks and receives input from Aon related to the amounts, terms, and conditions of director cash compensation and stock-based compensation awards, with the goal of establishing non-employee director compensation that is similar to, and competitive with, the compensation of non-employee directors at peer companies in the semiconductor industry.

Cash Compensation

Non-employee directors are paid, in quarterly installments, an annual retainer of  $90,000 (increased from $80,000 effective February 7, 2024). Additional annual retainers for Chairman, Lead Independent Director, and/or committee service (paid in quarterly installments) are as follows: any non-employee Chairman of the Board ($130,000); the Lead Independent Director, if one has been appointed ($50,000); the Chairman of the Audit Committee ($30,000); the Chairman of the Compensation Committee ($20,000); the Chairman of the Nominating and Corporate Governance Committee ($15,000); non-chair member of Audit Committee ($15,000); non-chair member of Compensation Committee ($10,000); and non-chair member of Nominating and Corporate Governance Committee ($7,500). In addition, the Compensation Committee continues to retain discretion to recommend to the full Board that additional cash payments be made to a non-employee director for extraordinary service during a fiscal year.

Equity Compensation

Currently, following each annual meeting of stockholders, each non-employee director who is reelected will receive a grant of RSUs having a value of approximately $225,000. Any newly appointed non-employee director will receive an initial equity grant of RSUs having a value of approximately $225,000. The number of shares subject to a non-employee director’s initial RSU award or annual award is determined by dividing the approximate value of the award, as stated above, by the average closing price per share of the Company’s common stock as reported on the Nasdaq Global Select Market (or if the common stock is not then traded on such market, such other market on which the common stock is traded) for each trading day during the 30 consecutive trading day period ending on, and including, the grant date. Unless otherwise determined by the Board, (a) a non-employee director’s initial equity grant of RSUs will vest in three (3) equal annual installments on the first three anniversaries of the date of grant, and (b) a non-employee director’s annual equity grant of RSUs will vest on the first anniversary of the date of grant. In the event of a change in control of the Company, any outstanding options and RSUs awarded under the 2008 Director Long-Term Incentive Plan will become fully exercisable and deemed fully vested, respectively.

No director who is also an employee receives separate compensation for services rendered as a director. Mr. Griffin is currently the only director who is also an employee of the Company.

62 Proxy Statement

Director Compensation Table

The following table summarizes the compensation paid to the Company’s non-employee directors for fiscal year 2023.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)		Total ($)
Christine King, Lead Independent Director	​	165,000	​	225,006	​	390,006
Alan S. Batey	​	90,000	​	225,006	​	315,006
Kevin L. Beebe	​	95,000	​	225,006	​	320,006
Eric J. Guerin	​	90,426	​	225,006	​	315,432
Suzanne E. McBride	​	87,500	​	225,006	​	312,506
David P. McGlade	​	117,500	​	225,006	​	342,506
Robert A. Schriesheim	​	105,000	​	225,006	​	330,006
Maryann Turcke	​	54,481	​	225,006	​	279,487

(1)

The non-employee members of the Board who were directors on September 29, 2023, held the following aggregate number of unexercised stock options and unvested RSU awards as of such date:

Name	Number of Securities Underlying Unexercised Options		Number of Shares Subject to Unvested RSUs
Christine King, Lead Independent Director	​	—	​	2,078
Alan S. Batey	​	—	​	2.078
Kevin L. Beebe	​	—	​	2,078
Eric J. Guerin	​	—	​	2,971
Suzanne E. McBride	​	—	​	2,976
David P. McGlade	​	—	​	2,078
Robert A. Schriesheim	​	—	​	2,078
Maryann Turcke	​	—	​	4,155

(2)

Reflects, for each non-employee director elected at the 2023 Annual Meeting of Stockholders (i.e., Mses. King, McBride, and Turcke and Messrs. Batey, Beebe, Guerin, McGlade, and Schriesheim), the grant date fair value of 2,078 RSUs granted on May 10, 2023, computed in accordance with the provisions of ASC 718 using a price of  $98.56 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on May 10, 2023. Upon first being elected to serve as a director, new directors received a grant having a grant date fair value approximating $225,000, vesting annually over three years, where the grant date fair value was based on the 30-day average of the stock price on the fifth business day following the director’s appointment. The value in this column also reflects the grant date fair value of 2,077 RSUs granted to Ms. Turcke on February 15, 2023 with a price of  $121.73 per share on the grant date.

Director Stock Ownership Requirements

We have adopted director stock ownership guidelines with the objective of more closely aligning the interests of our directors with those of our stockholders. The minimum number of shares of the Company’s common stock that the director stock ownership guidelines require non-employee directors to hold while serving in their capacity as directors is the director base compensation (currently $90,000) multiplied by five (5), divided by the fair market value of the Company’s common stock (rounded to the nearest 100 shares). For purposes of the director stock

ownership guidelines, the fair market value of the Company’s common stock is the average closing price per share of the Company’s common stock as reported on the Nasdaq Global Select Market (or if the common stock is not then traded on such market, such other market on which the common stock is traded) for the twelve (12) month period ending with the determination date. All of our directors have met the stock ownership guidelines as of the date hereof  (with the exception of Mr. Guerin, Ms. McBride and Ms. Turcke, who are not required to comply with the guidelines until the fifth anniversary of their respective appointments to the Board).

Proxy Statement 63

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included herein with management, and based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for the 2024 Annual Meeting of Stockholders.

THE COMPENSATION COMMITTEE

Christine King, Chairman
Alan S. Batey
Robert A. Schriesheim

64 Proxy Statement

INTRODUCTION TO PROPOSALS 4 – 7:

ELIMINATION OF SUPERMAJORITY VOTE PROVISIONS FROM OUR CHARTER

The Company’s Restated Certificate of Incorporation (“Charter”) currently includes a number of supermajority voting provisions. At the Company’s 2016 Annual Meeting, we presented five Company proposals that, if approved by the stockholders, would have removed all existing supermajority voting provisions from the Charter. However, despite the recommendation of the Board in favor of all five proposals, only one of the five proposals (which required the affirmative vote of only two-thirds of the shares of the Company’s outstanding common stock) passed.

The four proposals that did not pass in 2016 were again presented at the 2020 Annual Meeting for stockholder approval. However, despite the recommendation of the Board once again in favor of all four proposals, as well as the Company engaging in enhanced solicitation of stockholder votes for the 2020 Annual Meeting with the goal of increasing the number of shares represented at the meeting, none of the four proposals passed.

The four proposals that did not pass in 2016 and 2020 were again presented at the 2022 Annual Meeting for stockholder approval. However, despite the recommendation of the Board once again in favor of all four proposals, as well as the Company again engaging in enhanced solicitation of stockholder votes for the 2022 Annual Meeting with the goal of increasing the number of shares represented at the meeting, none of the four proposals passed.

After taking into consideration the approval by our stockholders of a stockholder proposal in 2023 requesting that the Board take steps to remove the supermajority provisions in the Charter, as well as the feedback received from stockholders following the 2023 Annual Meeting, the Board has directed that the four proposals that did not pass in 2016, 2020 or 2022 be again presented at the Annual Meeting for stockholder approval.

Specifically, our Board has adopted and approved amendments to our Charter to remove the supermajority voting provisions and to make certain other changes as described below, subject to approval by the Company’s stockholders as set forth in the Charter.

The Board believes that the changes set forth in Proposals 4 – 7 are advisable and in the best interests of our stockholders. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has unanimously approved the proposed amendments and declared them to be advisable, and recommends that the Company’s stockholders adopt and approve the proposed amendments.

Different voting standards apply to the various provisions proposed to be amended and, accordingly, different votes are required for the approval of Proposals 4 – 7, as specified in each proposal below. We are submitting these amendments to our stockholders as separate items so that our stockholders are able to express their views on each amendment separately. None of the proposals is conditioned upon approval of any other proposal; each proposal may be approved or rejected independently.

The Company recognizes the high voting thresholds that must be surpassed in order to approve Proposals 4 – 7 (80% of shares outstanding, in the case of Proposals 4, 6, and 7, and 90% of shares outstanding, in the case of Proposal 5) and that only approximately 83% of the Company’s outstanding shares of common stock were present in person or represented by proxy at our most recent annual meeting. In order to increase the number of shares represented at the Annual Meeting and with the objective of obtaining sufficient votes to approve Proposals 4 – 7, the Company has engaged a proxy solicitor, D.F. King & Co., to undertake a targeted solicitation of both institutional and retail investors.

Proxy Statement 65

In line with feedback from many of the Company’s largest institutional stockholders who expressed support for the level of effort previously undertaken by the Company in seeking to have these four proposals passed at prior annual meetings, the Company has undertaken a similar level of enhanced solicitation of stockholder votes for these proposals as utilized for the 2022 Annual Meeting.

The proposals that are approved by our stockholders at the Annual Meeting will be reflected in a Certificate of Amendment to our

Restated Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware following the meeting. Our Board reserves the right, at any time prior to the effectiveness of the filing of the Certificate of Amendment, to abandon the proposed amendments.

The following description of the proposed amendments to our Charter is a summary and is qualified by the full text of the proposed amendments, which is attached to this Proxy Statement as Appendix B.

66 Proxy Statement

PROPOSAL 4:

APPROVAL OF AMENDMENT TO THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE PROVISIONS RELATING TO STOCKHOLDER APPROVAL OF A MERGER OR CONSOLIDATION, DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF OUR ASSETS, OR ISSUANCE OF A SUBSTANTIAL AMOUNT OF OUR SECURITIES

The Charter currently requires, in addition to any other vote required by law, another provision of the Charter, or a contract to which we are party, the affirmative vote of holders of at least 80% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, (a) for the adoption of any agreement for the merger or consolidation of the Company with or into any Other Corporation (as defined in the Charter), or (b) to authorize any sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, of the assets of the Company or any Subsidiary (as defined in the Charter) to any Other Corporation, or (c) to authorize the issuance or transfer by the Company of any Substantial Amount (as defined in the Charter) of securities of the Company in exchange for the securities or assets of any Other Corporation. This supermajority vote is not required if the transaction has been approved by members of the Board who were directors prior to the time any such Other Corporation involved in the proposed transaction became a Beneficial Owner (as defined in the Charter) of 5% or more of the outstanding shares of stock of the Company entitled to vote for the election of directors. The Charter also requires the affirmative vote of holders of at least 80% of the

shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, to amend the Charter provisions relating to stockholder approval of such a transaction.

If stockholders approve this Proposal 4, the Charter will be amended to eliminate these supermajority voting requirements, and the voting requirement in the future would be the affirmative vote of the holders of at least a majority of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock.

The amendment to the Charter that would be effected by approval of this Proposal 4 is shown in the text of Article ELEVENTH, Paragraphs 1 and 5, of the Charter provisions attached to this Proxy Statement as Appendix B.

Vote Required to Approve Proposal 4

Approval of this amendment at the Annual Meeting requires the affirmative vote of the holders of at least 80% of the shares of our outstanding common stock.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL 4

Proxy Statement 67

PROPOSAL 5:

APPROVAL OF AMENDMENT TO THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE PROVISIONS RELATING TO STOCKHOLDER APPROVAL OF A BUSINESS COMBINATION WITH ANY RELATED PERSON

The Charter currently requires the affirmative vote of holders of at least 90% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, to approve a Business Combination, which, as defined in the Charter, requires that such Business Combination be with a Related Person or an Affiliate of a Related Person (each as defined in the Charter), in addition to any other vote required by law or the Charter. The Charter also requires the affirmative vote of holders of at least 90% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, to amend the Charter provisions relating to stockholder approval of such a Business Combination.

If stockholders approve this Proposal 5, the Charter will be amended to eliminate these

supermajority voting requirements, and the voting requirement in the future would be the affirmative vote of the holders of at least a majority of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock.

The amendment to the Charter that would be effected by approval of this Proposal 5 is shown in the text of Article TWELFTH, Paragraph 2, and Article TENTH, Paragraph 1(B), subpart (ii), of the Charter provisions attached to this Proxy Statement as Appendix B.

Vote Required to Approve Proposal 5

Approval of this amendment at the Annual Meeting requires the affirmative vote of the holders of at least 90% of the shares of our outstanding common stock.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL 5

68 Proxy Statement

PROPOSAL 6:

APPROVAL OF AMENDMENT TO THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE PROVISION RELATING TO STOCKHOLDER AMENDMENT OF CHARTER PROVISIONS GOVERNING DIRECTORS

The Charter currently requires the affirmative vote of holders of at least 80% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, to amend the Charter provisions governing the duties, number, term, election, removal, and liability of our directors.

If stockholders approve this Proposal 6, the Charter will be amended to eliminate this supermajority voting requirement, and the voting requirement in the future would be the affirmative vote of the holders of at least a majority of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock.

The amendment to the Charter that would be effected by approval of this Proposal 6 is shown in the text referring to Article SEVENTH within Article TENTH, Paragraph 1(B), subpart (i), of the Charter provisions attached to this Proxy Statement as Appendix B.

Vote Required to Approve Proposal 6

Approval of this amendment at the Annual Meeting requires the affirmative vote of the holders of at least 80% of the shares of our outstanding common stock.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL 6

Proxy Statement 69

PROPOSAL 7:

APPROVAL OF AMENDMENT TO THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE PROVISION RELATING TO STOCKHOLDER AMENDMENT OF THE CHARTER PROVISION GOVERNING ACTION BY STOCKHOLDERS

The Charter currently requires the affirmative vote of holders of at least 80% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, to amend the Charter provision requiring that an action taken by stockholders be effected at an annual or special meeting, and not by written consent.

If stockholders approve this Proposal 7, the Charter will be amended to eliminate this supermajority voting requirement, and the voting requirement in the future would be the affirmative vote of the holders of at least a majority of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock.

The amendment to the Charter that would be effected by approval of this Proposal 7 is shown in the text referring to Article THIRTEENTH within Article TENTH, Paragraph 1(B), subpart (i), of the Charter provisions attached to this Proxy Statement as Appendix B.

Vote Required to Approve Proposal 7

Approval of this amendment at the Annual Meeting requires the affirmative vote of the holders of at least 80% of the shares of our outstanding common stock.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL 7

70 Proxy Statement

PROPOSAL 8:

APPROVAL OF THE COMPANY’S SECOND AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

We are asking stockholders to approve a second amendment and restatement of our Amended and Restated 2015 Long-Term Incentive Plan (which we refer to as the “Second Amended and Restated Plan”) at the Annual Meeting. The Second Amended and Restated Plan amends and restates the Amended and Restated 2015 Long-Term Incentive Plan (which we refer to as the “Current Plan”). Our equity incentive awards are critical to attracting, retaining, and motivating the most talented employees in our industry, upon whose judgment, interest, and special effort the successful operation of the Company is largely dependent. We and our Board of Directors understand that these equity-compensation needs must be balanced against the dilutive effect of such programs on our stockholders. As a result, based on the careful weighing of these considerations, on February 7, 2024, our Board of Directors adopted, upon the recommendation of the Compensation Committee and subject to stockholder approval, the Second Amended and Restated Plan.

The Second Amended and Restated Plan increases the number of shares of our common stock authorized for issuance under the Current Plan by 6,000,000 shares (or the equivalent of 4,000,000 shares if all were to be granted subject to Full Value Awards, as defined below, using the Company’s fungible share ratio of 1.5), subject to adjustment in the event of stock splits and other similar events. No other changes are being made to the Current Plan.

We intend to utilize the Second Amended and Restated Plan as we have utilized the Current Plan: specifically, to grant equity awards to our employees in order to recruit, incentivize, retain and reward individuals critical to our success. Our Compensation Committee determined the requested number of shares for the Second Amended and Restated Plan based on projected new-hire equity awards, annual equity awards,

and motivational and retention awards and an assessment of the magnitude of the shares reserved under the Second Amended and Restated Plan that our stockholders would likely find acceptable.

If the Second Amended and Restated Plan is approved by our stockholders, then, subject to adjustment in the event of stock splits and other similar events, the total number of shares that may be issued under the Second Amended and Restated Plan would be 20,750,000 shares plus an additional number of shares (up to 22,300,000) that is equal to the sum of the number of shares that remained in the pool of shares under the Company’s Amended and Restated 2005 Long-Term Incentive Plan (which we refer to as the “Prior Plan”) as of May 19, 2015, which was the date on which our stockholders originally approved the Current Plan, plus the number of shares that were subject to awards outstanding under the Prior Plan as of May 19, 2015, and that are subsequently terminated, surrendered, cancelled, forfeited, or repurchased by us pursuant to a contractual repurchase right. If approved, the new shares reserved under the Second Amended and Restated Plan would represent approximately 3.7% of our 160,225,891 outstanding shares as of January 1, 2024. Our Board of Directors believes the proposed dilution to stockholders as a result of the amendment and restatement of the Current Plan is judicious and sustainable and, importantly, critical to meet our business goals. If this proposal is approved by our stockholders, we intend to register the additional shares reserved for issuance under the Second Amended and Restated Plan by filing a Registration Statement on Form S-8 as soon as practicable following approval. The Current Plan was originally adopted by our Board of Directors on November 11, 2014, approved by our stockholders on May 19, 2015, amended by our Board of Directors on May 8, 2019, amended and restated by our Board of Directors on

Proxy Statement 71

November 11, 2020 and approved by our stockholders on May 12, 2021.

Highlights of the Second Amended and Restated Plan

The Board of Directors recommends a vote for the approval of the Second Amended and Restated Plan because it believes the Second Amended and Restated Plan is in the best interests of the Company and its stockholders and contains features that are consistent with sound corporate governance practices, including the following:

•

Does not provide for automatic vesting of outstanding awards upon a change in control of the Company.   Upon a change in control, all outstanding equity awards granted under the Second Amended and Restated Plan will continue to be subject to the same time-based vesting schedule to which the awards were subject prior to the change in control (unless the successor or surviving company does not agree to assume, or to substitute for, such outstanding equity awards on substantially similar terms with substantially equivalent economic benefits as exist for such award immediately prior to the change in control, in which case the awards will accelerate in full as of the change in control). A participant will be entitled to full accelerated vesting of all of his or her outstanding equity awards granted under the Second Amended and Restated Plan in the event that such participant’s employment is (i) terminated by the Company without cause, or (ii) terminated by the participant for good reason, in either case within the period of time commencing three (3) months prior to and ending twelve (12) months following a change in control.

•

Does not include an “evergreen” provision.    The number of shares of our common stock available for issuance under the Second Amended and Restated Plan is fixed and will not be automatically increased based on the number of our shares outstanding. Therefore, any increase to the maximum share reserve in the Second Amended and Restated Plan is subject

to approval by our stockholders, allowing our stockholders to have a say in our equity compensation programs.

•

Includes a fungible share pool.   Each share of common stock delivered in settlement of an award made under the Second Amended and Restated Plan other than an option, stock appreciation right (or “SAR”), or other award for which the participant pays the fair market value of our common stock as of the date of grant (each, a “Full Value Award”) will reduce the number of shares available for issuance by 1.5 shares.

•

Does not permit repricings without stockholder approval.   Without stockholder approval, we may not amend any option or SAR to reduce the exercise price or replace any stock option or SAR with cash or any other award when the exercise price of the stock option or SAR exceeds the fair market value of the underlying shares.

•

Does not permit liberal share recycling. The Second Amended and Restated Plan provides that the following shares may not again be made available for issuance as awards under the Second Amended and Restated Plan: (i) shares used to pay the exercise price of an option (or other award), (ii) shares delivered to or withheld by us to pay the withholding taxes related to an award, (iii) shares that were subject to a stock-settled SAR and were not issued upon the net settlement or net exercise of such SAR, or (iv) shares repurchased on the open market with the proceeds of an option exercise.

•

Does not provide for payment of dividends or dividend equivalents on awards until vesting. Dividends and dividend equivalents payable in connection with restricted stock awards, restricted stock units (“RSUs”), or other awards will only be paid if and when the shares underlying such awards vest. Dividends and dividend equivalents payable in connection with performance-based awards will only be paid to the extent that the performance-based vesting

72 Proxy Statement

conditions are satisfied and the shares underlying such awards are earned and vest.

•

Prohibits providing for dividend equivalents on options and SARs.   The Second Amended and Restated Plan provides that no dividend equivalents may be payable with respect to options or SARs.

•

Provides that stock option and SAR exercise prices will not be lower than the fair market value of the common stock on the grant date.   The Second Amended and Restated Plan prohibits granting stock options and SARs with exercise prices lower than the fair market value of a share of our common stock on the grant date.

•

Prohibits the grant of options with “reload” provisions.   No options granted under the Second Amended and Restated Plan may contain a provision entitling the optionee to the automatic grant of additional options in connection with any exercise of the original options.

•

Limits grants.   Although no longer required for purposes of Section 162(m) of the IRC, the Second Amended and Restated Plan retains the grant limitations of the Current Plan. The maximum aggregate number of shares with respect to awards that may be granted to any one person during any calendar year is 1.5 million (subject to adjustment for certain equity restructurings and other corporate transactions). The maximum aggregate amount of cash that may be paid in awards payable in cash to any person during any one calendar year is $5 million.

•

Provides for independent administration.    The Compensation Committee, which consists of only non-employee directors, or another committee or subcommittee of our Board of Directors, administers the Second Amended and Restated Plan.

As of January 1, 2024, we had under all of our equity incentive plans (excluding our 2002 Employee Stock Purchase Plan, as amended and our Non-Qualified Employee Stock Purchase Plan)

an aggregate of  (i) 15,727 shares reserved for issuance pursuant to outstanding stock options, with a weighted average exercise price of  $72.60 and a weighted average life of 4.09 years, (ii) 2,801,713 issued but unvested shares of restricted common stock and unissued shares of common stock under unvested restricted stock unit awards, (iii) 120,310 unissued shares of common stock under earned, but unvested, performance share awards, and (iv) 1,463,717 unissued shares of common stock under performance share awards for which the performance periods have not yet been completed, assuming achievement at the target level of performance. As of January 1, 2024, the only equity incentive plans under which we were able to grant additional awards (excluding our 2002 Employee Stock Purchase Plan, as amended and our Non-Qualified Employee Stock Purchase Plan) were the Current Plan and the Company’s Amended and Restated 2008 Director Long-Term Incentive Plan, as amended (the “2008 Director Plan”). As of January 1, 2024, there were 5,693,891 shares of our common stock available for future awards under the Current Plan and 529,647 shares of our common stock available for future awards under the 2008 Director Plan. The Board of Directors believes that the number of shares remaining available for grants under the Current Plan is insufficient to achieve the Company’s compensation objectives over the coming years. If the Second Amended and Restated Plan is not approved by our stockholders, the Company will continue to make grants under the Current Plan but expects, based on past grant practice and the Company’s recent stock price performance, that the Company will not have enough shares to make grants beyond the last quarter of calendar year 2024, although this date could be sooner in the event of a decrease in the Company’s stock price, continued workforce growth, grants in relation to merger and acquisition activity, or above-target performance under performance share awards.

Proxy Statement 73

Reasons Why Stockholders Should Approve the Second Amended and Restated Plan

Incentivizes, Retains and Motivates Talent. It is critical to our success that we incentivize, retain and motivate excellent talent in a competitive labor market. Our equity-based compensation program has always been, and will continue to be, an important component in our ability to pay market-competitive compensation to our employees.

Aligns with Our Pay-for-Performance Compensation Philosophy. We believe that equity-based compensation is inherently performance-based. As the value of our stock appreciates, our employees receive greater compensation at the same time that our stockholders are receiving a greater return on their investment. Conversely, if the stock price does not appreciate following the grant of an equity award, then our employees would not receive any compensation in respect of stock options and would receive lower compensation than intended in respect of restricted stock, restricted stock units and performance-based shares.

Aligns Employee Interests with Stockholder Interests. Providing certain of our employees with compensation in the form of equity directly aligns the interests of those employees with the interests of our stockholders. If the Second Amended and Restated Plan is approved by our stockholders, we will be able to continue granting equity-based incentives that fosters this alignment between our employees and our stockholders.

Consistent with Stockholder Interests and Sound Corporate Governance.   As described above under the heading “Highlights of the Second Amended and Restated Plan” and more thoroughly below, the Second Amended and Restated Plan was purposefully designed to include features that are consistent with the interests of our stockholders and sound corporate governance practices.

Information Regarding Burn Rate and Overhang

In its determination to adopt the Second Amended and Restated Plan, subject to stockholder approval, our Board of Directors considered our historical award usage and anticipated future award needs, advice from Aon, and guidelines from proxy advisory firms. In particular, the Board of Directors reviewed the Company’s “burn rate” and “overhang,” which we consider to be important metrics of how our equity compensation program affects our stockholders.

Burn rate and overhang provide measures of the potential dilutive impact of our equity award program. We calculate burn rate by dividing the number of shares subject to equity awards granted during the year (at target levels for performance share awards) by the weighted average number of shares outstanding. As shown in the table below, the Company’s three-year average burn rate (for fiscal years 2021, 2022, and 2023) is 1.1%, which is (i) just above the median 0.9% three-year adjusted average burn rate of the Comparator Group, as provided by Aon, and (ii) below the 2.0% burn rate cap that ISS applied to the semiconductor industry for 2024.

​	FY2023		FY2022		FY2021		3-year Average
Burn Rate(1)	​	1.5%	​	0.9%	​	0.9%	​	1.1%

(1)

Burn rate is calculated as the sum of all stock option awards and Full Value Awards (at target level for PSAs) granted in a given fiscal year divided by the weighted average number of shares of our common stock outstanding as of the end of the fiscal year. We have calculated the burn rate based on the target award level for PSAs, which we believe provides the best estimate of our future burn rate. If we were to assume maximum award levels for PSAs granted in fiscal years 2021, 2022, and 2023, the Company’s three-year average burn rate would be 1.6%.

Overhang is a measure of potential dilution, which we define as the sum of  (i) the total number of shares underlying all equity awards outstanding and (ii) the total number of shares available for future award grants, divided by the number of outstanding shares of common stock. As of January 1, 2024, our total overhang ranged from

74 Proxy Statement

5.2% to a maximum of 6.5%, depending on the mix of Full Value Awards and stock options or SARs in future equity award grants using shares authorized for issuance under the Current Plan and the 2008 Director Plan. As a comparison, the median total overhang of the Comparator Group as provided by Aon for fiscal year 2023 was 7.6% and the 75th percentile overhang of the Comparator Group was 9.2%. If the Second Amended and Restated Plan is approved and an additional 6,000,000 shares (or the equivalent of 4,000,000 shares if all were to be granted subject to Full Value Awards) consequently become available for grant, our total overhang would range from 7.7% to a maximum of 10.2%, depending on the mix of Full Value Awards and stock options or SARs awarded under the Second Amended and Restated Plan and the 2008 Director Plan.​

Based on our historical grant practices and our anticipated needs to support the Company’s

current significant growth, as well as advice from Aon, we believe that the increase in authorized shares requested for stockholder approval should be sufficient to cover equity awards under the Second Amended and Restated Plan for approximately two years.​

Vote Required to Approve Proposal 8

The proposal to adopt the Second Amended and Restated Plan will be approved by the stockholders if it receives the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the proposal. If you sign and return your proxy card or submit your proxy via telephone or the Internet, your shares will be voted (unless you indicate to the contrary) to approve the Second Amended and Restated Plan. Specifically marking “ABSTAIN” on your proxy card will have the same impact as a vote that is marked “AGAINST” the proposal.

Description of the Second Amended and Restated Plan

A summary of the principal provisions of the Second Amended and Restated Plan is set forth below. The summary is qualified in its entirety by reference to the full text of the Second Amended and Restated Plan, which is attached as Annex C to this Proxy Statement as filed with the SEC on [      ], 2024.

For purposes of this proposal and except where the context otherwise requires, the term “Company” and similar terms include any of the Company’s present or future parent or subsidiary corporations as defined in Section 424(e) or (f) of the IRC and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by our Board of Directors.

Administration

Unless otherwise determined by the Board of Directors, the Second Amended and Restated Plan will be administered by the Compensation Committee (the “Administrator”), which will consist

solely of two or more non-employee directors, each of whom is intended to qualify as a “non-employee director” as defined by Rule 16b-3 under the Exchange Act and an “independent director” under the rules of Nasdaq (or other securities exchange or automated quotation system on which the Company’s common stock is listed or traded). To the extent permitted by applicable law, the Administrator may delegate to a committee or subcommittee of the Board of Directors any or all of its powers under the Second Amended and Restated Plan. In addition, to the extent permitted by applicable law and the Second Amended and Restated Plan, the Administrator may delegate to one or more officers of the Company the authority to grant or amend awards under the Second Amended and Restated Plan to participants other than (i) “executive officers” of the Company, as defined by Rule 3b-7 under the Exchange Act, (ii) “officers” of the Company, as defined by Rule 16a-1 under the Exchange Act, and (iii) officers to whom the authority to grant or amend awards under the Second Amended and Restated Plan has been delegated.

Proxy Statement 75

The Administrator will have the authority to administer the Second Amended and Restated Plan, including the power to (i) designate participants under the Second Amended and Restated Plan, (ii) determine the types of awards granted to participants under the Second Amended and Restated Plan, the number of such awards, and the number of shares of common stock subject to such awards, (iii) determine and interpret the terms and conditions of any awards under the Second Amended and Restated Plan, including the vesting schedule and exercise price, (iv) prescribe the form of each award agreement, and (v) adopt rules for the administration, interpretation, and application of the Second Amended and Restated Plan.

Eligibility

Persons eligible to participate in the Second Amended and Restated Plan include all employees (including officers of the Company) and consultants and advisors (as the terms consultants and advisors are defined and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended) of the Company and its subsidiaries. As of January 1, 2024, approximately 9,700 persons were eligible to receive awards under the Current Plan, which number consists of the approximate total number of the Company’s employees, including six executive officers (who are current employees) of the Company and approximately 9,694 employees (excluding executive officers). As of January 1, 2024, the Company had no consultants or advisors who were eligible to receive awards under the Current Plan. Non-employee directors are not eligible to participate in the Second Amended and Restated Plan.

Awards under the Second Amended and Restated Plan are subject to the discretion of the Administrator. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the Second Amended and Restated Plan. See “Existing Plan Benefits” below for a summary of equity awards granted under the Current Plan.

On March 12, 2024, the last reported sale price of our common stock on the Nasdaq Global Select Market was $109.32.

Limitation on Awards and Shares Available

Subject to adjustment in the event of stock splits and other similar events, awards may be made under the Second Amended and Restated Plan for a number of shares equal to the sum of (i) 20.75 million shares, and (ii) such additional number of shares (up to 22.3 million shares) as is equal to the sum of  (x) the number of shares reserved for issuance under the Prior Plan that remained available for grant under the Prior Plan as of May 19, 2015, which was the date on which our stockholders originally approved the Current Plan, and (y) the number of shares subject to awards granted under the Prior Plan which expire, terminate, or are otherwise surrendered, cancelled, forfeited, or repurchased by the Company pursuant to a contractual repurchase right after May 19, 2015. Each share of common stock delivered in settlement of a Full Value Award will reduce the number of shares available for issuance by 1.5 shares.

Generally, if an award granted under the Second Amended and Restated Plan or under the Prior Plan terminates, expires, or lapses for any reason, the unused shares of common stock subject to the award will again be made available for issuance under the Second Amended and Restated Plan. Each share subject to a Full Value Award that is forfeited or expires for any reason or is settled for cash will increase the number of shares that can be issued under the Second Amended and Restated Plan by 1.5 shares. Otherwise, each share subject to an award that is forfeited or expires for any reason or is settled for cash will increase the number of shares that can be issued under the Second Amended and Restated Plan by one share. However, the following shares may not again be made available for issuance as awards under the Second Amended and Restated Plan: (i) shares used to pay the exercise price of an option (or other award), (ii) shares delivered to or withheld by us to pay the withholding taxes related to an award, (iii) shares that were subject

76 Proxy Statement

to a stock-settled SAR and were not issued upon the net settlement or net exercise of such SAR, or (iv) shares repurchased on the open market with the proceeds of an option exercise. The payment of dividend equivalents in cash in conjunction with outstanding awards will not be counted against the shares available for issuance under the Second Amended and Restated Plan. Awards settleable only in cash will not be counted against the shares available for issuance under the Second Amended and Restated Plan. In addition, shares issued in assumption of, or in substitution for, any outstanding awards previously granted by an entity in connection with a corporate transaction (“Substitute Awards”) will not be counted against the shares available for issuance under the Second Amended and Restated Plan.

The maximum aggregate number of shares with respect to awards that may be granted to any one person during any calendar year is 1.5 million (not including any Substitute Awards and subject to adjustment for certain equity restructurings and other corporate transactions). The maximum aggregate amount of cash that may be paid to any person during any one calendar year is $5 million. For purposes of the foregoing limits, the combination of an option in tandem with a SAR is treated as a single award, and the fungible share counting rules shall not apply and instead each share subject to any type of award shall be counted as one share.

Awards

The Second Amended and Restated Plan provides for the grant of nonqualified stock options, restricted stock awards, RSUs, performance awards, dividend equivalents, SARs, and other stock unit awards. Each award will be evidenced by a written award agreement with terms and conditions consistent with the Second Amended and Restated Plan. Except as otherwise provided by the Second Amended and Restated Plan, each award may be made alone or in addition or in relation to any other award. The terms of each award need not be identical, and the Administrator need not treat participants uniformly. Upon the exercise or vesting of an award, the exercise or

purchase price must be paid in full by one of the following methods, in the discretion of the Administrator: cash or check; delivery of a written or electronic notice that the participant has placed a market sell order with a broker with respect to shares then issuable upon exercise or vesting of an award and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required, provided that payment of such proceeds is then made to the Company upon settlement of such sale; subject to certain requirements, tendering shares of common stock valued at their fair market value; and/or by payment of such other lawful consideration acceptable to the Administrator. Any tax withholding obligations may be satisfied in the Administrator’s sole discretion by allowing a participant to elect to have the Company withhold shares otherwise issuable under an award that have a fair market value equal to the aggregate amount of such liabilities. Except as otherwise provided in the Second Amended and Restated Plan, the Administrator may at any time provide that any award will become immediately exercisable in full or in part, free of some or all restrictions or conditions or otherwise realizable in full or in part, as the case may be.

Nonqualified Stock Options.   The exercise price of nonqualified stock options granted pursuant to the Second Amended and Restated Plan will not be less than 100% of the fair market value of the common stock on the date of grant. Nonqualified stock options may be subject to vesting conditions established by the Administrator, including continued employment or achievement of performance criteria, and be exercised as determined by the Administrator, but in no event after the seven (7) year anniversary of the date of grant. No option granted under the Second Amended and Restated Plan may contain any provision entitling the optionee to the automatic grant of additional options in connection with any exercise of the original option.

Restricted Stock.   A restricted stock award granted pursuant to the Second Amended and Restated Plan is the grant of shares of common stock at a price determined by the Administrator

Proxy Statement 77

(including zero), that is subject to transfer restrictions and may be subject to substantial risk of forfeiture until specific conditions are met. Conditions may be based on continuing employment or achieving performance goals. During the period of restriction, participants holding shares of restricted stock have full voting rights with respect to such shares. Dividends paid on the shares prior to vesting will accrue and will only be paid to the participant if and when the shares of restricted stock vest.

Restricted Stock Units.   RSUs granted pursuant to the Second Amended and Restated Plan may be subject to vesting conditions established by the Administrator including continued employment or achievement of performance criteria. Like restricted stock, RSUs may not be sold or otherwise transferred or hypothecated until vesting conditions are removed or expire. Unlike restricted stock, the common stock underlying RSUs will not be issued until the RSUs have vested, and recipients of RSUs generally will have no voting rights and will not receive dividend payments prior to the time when vesting conditions are satisfied and the shares subject to the award are issued to the participant.

Dividend Equivalents.   Dividend equivalents are rights to receive the equivalent value (in cash or common stock) of dividends paid on common stock. Dividend equivalents represent the value of the dividends per share of common stock paid by the Company, calculated with reference to the number of shares that are subject to any award held by the participant. Dividend equivalents are converted to cash or additional shares of common stock by such formula and at such time subject to such limitations as may be determined by the Administrator. Dividend equivalents are credited as of dividend payment dates during the period after the award is granted and before the award vests and are paid to the participant only if and when the award vests. Dividend equivalents cannot be granted with respect to options or SARs.

Stock Appreciation Rights.   SARs entitle recipients to receive common stock determined in whole or in part by reference to the appreciation in the value of the common stock over the value of our

common stock on the date of grant of the SAR. SARs must have a base price that is at least equal to the fair market value of the common stock on the grant date and may have a term of no greater than seven (7) years. SARs will be settled by the delivery of shares of common stock. SARs may be issued in tandem with options or as stand-alone rights.

Other Stock Unit Awards.   Under the Second Amended and Restated Plan, the Board of Directors has the right to grant other awards of shares of our common stock and other awards that are valued in whole or in part by reference to, or are otherwise based upon, our common stock or other property. Other stock unit awards have such terms and conditions as the Board of Directors may determine, including performance-based conditions. Other stock unit awards are available as a form of payment in settlement of other awards granted under the Second Amended and Restated Plan or as payment in lieu of compensation to which a recipient is otherwise entitled. Other stock unit awards may be paid in common stock or cash, as determined by the Board of Directors.

Performance Awards.   A restricted stock award, RSU award, other stock unit award, cash bonus award, stock bonus award, or any other award granted under the Second Amended and Restated Plan may be made subject to achievement of performance goals.

Performance goals applicable to a performance award may vary by participant, be different for different awards, or be particular to a participant or the subsidiary, division, business unit, department, branch, or other unit in which the participant works. The performance goals may be based on one or more of the following performance criteria, any of which may be measured with respect to an individual participant, the Company, or any one or more of the Company’s subsidiaries, divisions, or business units, and in absolute or relative terms: revenues, net income (loss), operating income (loss), gross profit, earnings before or after discontinued operations, interest, taxes, depreciation and/or amortization, operating profit

78 Proxy Statement

before or after discontinued operations and/or depreciation and/or amortization, earnings (loss) per share, net cash flow, cash flow from operations, free cash flow, revenue growth, earnings growth, gross margins, operating margins, net margins, inventory management (including, but not limited to, reductions in inventory, inventory turns, and inventory levels), working capital (including a specific component thereof), return on sales, return on assets, return on stockholders’ equity, return on investment or working capital, cash or cash equivalents position, achievement of balance sheet or income statement objectives or total stockholder return, stock price, improvement in financial ratings, completion of strategic acquisitions/dispositions, manufacturing efficiency, product quality, customer satisfaction, market share and/or product design wins, a specific cost or expense item, and implementation or completion of a specified key business project, or any other criteria established by the Administrator.

In addition, the Administrator may, in its sole discretion, provide that one or more adjustments be made to one or more of the performance goals, including the exclusion of one or more of the following: extraordinary and/or nonrecurring items, the cumulative effects of changes in accounting principles or applicable laws, gains or losses on the dispositions of discontinued operations, the write-down of any asset, charges for restructuring and rationalization programs, amortization of purchased intangibles associated with acquisitions, compensation expenses related to acquisitions, other acquisition-related charges (including, but not limited to, items attributable to the business operations of any entity acquired by the Company during the applicable performance period), impairment charges, gain or loss on minority equity investments, noncash income tax expenses, equity-based compensation expenses, items relating to financing activities; other nonoperating items; items related to the disposal of a business or segment of a business; items attributable to any stock dividend, stock split, combination, or exchange of shares occurring during the applicable performance period; or any other adjustments as determined by the Administrator.

Performance awards can be paid in cash, common stock, or a combination of both. The Administrator may, in its discretion, adjust the cash or number of shares of common stock payable pursuant to any performance award, and the Administrator may, at any time, waive the achievement of the applicable performance goals, including in the case of the death or disability of the participant or in the event of a change in control of the Company.

Transferability of Awards

Except as the Administrator may otherwise determine or provide in an award, awards may not be sold, assigned, transferred, pledged, or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution and, during the life of the participant, may only be exercisable by the participant.

Repricing

Unless approved by the Company’s stockholders or permitted under the Second Amended and Restated Plan in connection with a change in capitalization, reorganization event, or change in control, the Company may not (i) amend any outstanding option or SAR granted under the Second Amended and Restated Plan to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding option or SAR, (ii) cancel any outstanding option or SAR (whether or not granted under the Second Amended and Restated Plan) and grant in substitution new awards covering the same or a different number of shares of common stock and having an exercise or purchase price per share lower than the then-current exercise price per share of the cancelled option or SAR, (iii) cancel in exchange for a cash payment any outstanding option or SAR with an exercise price per share above the then-current fair market value of the common stock, or (iv) take any other action under the Second Amended and Restated Plan that constitutes a “repricing” within the meaning of the rules of Nasdaq (or other securities exchange

Proxy Statement 79

or automated quotation system on which shares of common stock are listed or traded).

Adjustments to Awards

In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spinoff, or other similar change in capitalization or any distribution to holders of common stock (other than ordinary cash dividends), the Company will make appropriate adjustments (or substituted awards may be made if applicable), to the extent determined by the Board of Directors, to the aggregate number and kind of shares that may be issued under the Second Amended and Restated Plan (including adjustments to award limits), the number and kind of shares subject to each outstanding award under the Second Amended and Restated Plan, the exercise price or repurchase price of such outstanding award (if applicable), and the terms and conditions of any outstanding awards.

Effect of a Reorganization Event

The Second Amended and Restated Plan also contains provisions addressing the consequences of a Reorganization Event, which is defined as (i) any merger or consolidation as a result of which our common stock is converted into or exchanged for the right to receive cash, securities, or other property, or is cancelled, (ii) any exchange of all of our common stock for cash, securities, or other property pursuant to a share exchange transaction, or (iii) any dissolution or complete liquidation of the Company. In connection with a Reorganization Event, the Board of Directors will take one or more of the following actions as to outstanding awards (other than restricted stock): (i) provide that awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice, provide that all unexercised awards will become exercisable in full and will terminate immediately prior to the consummation of the Reorganization Event unless exercised by the award holder within a specified period following the date of such notice, (iii) provide that outstanding awards will become

realizable or deliverable, or restrictions applicable to an award will lapse in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of common stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to an award holder equal to (A) the number of shares of common stock subject to the award multiplied by (B) the excess, if any, of the Acquisition Price over the exercise or purchase price of such award, less any applicable tax withholdings, in exchange for the termination of such awards, and/or (v) provide that, in connection with a dissolution or complete liquidation of the Company, awards will convert into the right to receive liquidation proceeds (if applicable, net of the exercise or purchase price thereof).

In connection with a Reorganization Event other than a liquidation or dissolution of the Company, the repurchase and other rights of the Company with respect to outstanding awards of restricted stock will inure to the benefit of the Company’s successor and will apply to the cash, securities, or other property which shares of common stock were converted into or exchanged for in connection with the Reorganization Event in the same manner and to the same extent as they applied to the restricted stock. In connection with a liquidation or dissolution of the Company, except to the extent otherwise provided in the award agreement or other agreement between the participant and the Company, all restrictions and conditions on all awards of restricted stock then outstanding will automatically be deemed terminated or satisfied.

Effect of a Change in Control

At the time of a change in control, all outstanding equity awards granted under the Second Amended and Restated Plan will continue to be subject to the same time-based vesting schedule to which the awards were subject prior to the change in control (including performance-based equity awards that are deemed earned at the time of the change in control as described below). For performance-based equity awards where the

80 Proxy Statement

change in control occurs prior to the end of the performance period, such awards will be deemed earned as to the greater of  (i) the target level of shares for such awards, or (ii) the number of shares that would have been earned pursuant to the terms of such awards based upon performance up through and including the day prior to the date of the change in control (unless the Board of Directors determines that it would be impracticable to calculate performance pursuant to (ii), in which case the awards will be deemed earned at target). In the event that the successor or surviving company does not agree to assume, or to substitute for, such outstanding equity awards on substantially similar terms with substantially equivalent economic benefits as exist for such awards immediately prior to the change in control, then such awards will accelerate in full as of the change in control. The Second Amended and Restated Plan also provides that a participant will be entitled to full accelerated vesting of all of his or her outstanding equity awards in the event that such participant’s employment is (i) terminated by the Company without cause, or (ii) terminated by the participant for good reason, in either case within the period of time commencing three (3) months prior to and ending twelve (12) months following a change in control.

The terms “change in control,” “cause,” and “good reason” are each defined in the Second Amended and Restated Plan. Change in control means, in summary: (i) the acquisition by a person or a group of 40% or more of the outstanding stock of the Company; (ii) a change, without approval by the Board of Directors, of a majority of the Board of Directors of the Company; (iii) the acquisition of the Company by means of a reorganization, merger, consolidation, or asset sale; or (iv) stockholder approval of a liquidation or dissolution of the Company. Cause means, in summary: (i) deliberate dishonesty that is significantly detrimental to the best interests of the Company; (ii) conduct constituting an act of moral turpitude; (iii) willful disloyalty or insubordination; or (iv) incompetent performance or substantial or continuing inattention to or neglect of duties. Good reason means, in summary: provided the participant timely gives

notice of the event or condition to the Company and sufficient time for the Company to correct the event or condition, (i) a reduction of 5% or more in base salary; or (ii) a change in office location of more than fifty (50) miles. However, the Second Amended and Restated Plan provides that if the participant and the Company are party to an employment agreement, severance agreement, change in control agreement or other similar agreement that contains a definition of cause or good reason, the definitions in that agreement shall control.

Death or Permanent Disability

In the event of a participant’s death or permanent disability (within the meaning of Section 22(e)(3) of the IRC), the Second Amended and Restated Plan provides for full acceleration of the vesting of all then-outstanding equity awards subject to time-based vesting (including all performance-based equity awards where the performance period has ended and the shares are earned but unissued). The Second Amended and Restated Plan also provides that for a performance-based equity award where the participant’s death or permanent disability occurs prior to the end of the performance period, such award will be deemed earned as to the greater of  (i) the target level of shares for such award, or (ii) the number of shares that would have been earned pursuant to the terms of such award had the participant remained employed through the end of the performance period, and such earned shares will become vested and issuable to the participant after the performance period ends. In addition, except as otherwise provided in an employment agreement, severance agreement, change in control agreement or similar agreement, in an award agreement or by action of the Administrator following the grant of an option, all outstanding stock options will remain exercisable following the termination of employment for a period of twelve (12) months, in the case of death, and for a period of six (6) months, in the case of permanent disability (but not beyond the expiration of their respective maximum terms).

Proxy Statement 81

Substitute Options

In connection with a merger or consolidation of an entity with us or the acquisition by us of the property or stock of an entity, the Administrator may grant options in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute options may be granted on such terms as the Administrator deems appropriate in the circumstances, notwithstanding any limitations under the Second Amended and Restated Plan.

Amendment and Termination

The Board of Directors may at any time amend, suspend, or terminate the Second Amended and Restated Plan. Without approval of the Company’s stockholders, no amendment may increase the number of shares authorized under the Second Amended and Restated Plan (except as provided under the Second Amended and Restated Plan in connection with changes in capitalization), materially increase the benefits provided under the Second Amended and Restated Plan, materially expand the class of participants eligible to participate in the Second Amended and Restated Plan, expand the types of awards provided under the Second Amended and Restated Plan, or make any other changes that require stockholder approval under the rules of Nasdaq (or other securities exchange or automated quotation system on which shares of our common stock are listed or traded). In no event may any award be granted pursuant to the Second Amended and Restated Plan on or after November 10, 2030.

Federal Income Tax Consequences

The U.S. federal income tax consequences of the Second Amended and Restated Plan under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the Second Amended and Restated Plan. This summary assumes that all awards are exempt from, or comply with, the rules of Section 409A of the IRC regarding nonqualifed deferred compensation. In addition, this summary is not intended to be

exhaustive and, among other considerations, does not describe state, local, or foreign tax consequences. Tax considerations may vary from locality to locality and depending upon individual circumstances.

Nonqualified Stock Options.   A participant will not have income upon the grant of a nonqualified stock option. A participant will have compensation income upon the exercise of a nonqualified stock option equal to the value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the stock for more than one year and otherwise will be short-term.

Restricted Stock.   A participant will not have income upon the grant of restricted stock unless an election under Section 83(b) of the IRC is made within 30 days of the date of grant. If a timely 83(b) election is made, then a participant will have compensation income equal to the value of the stock less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the date of grant. If the participant does not make an 83(b) election, then when the stock vests the participant will have compensation income equal to the value of the stock on the vesting date less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock Units.   A participant will not have income upon the grant of a restricted stock unit. A participant is not permitted to make a Section 83(b) election with respect to a restricted stock unit award. When the shares of common stock are delivered with respect to the restricted stock units (which may be upon vesting or may be at a later date), the participant will have income

82 Proxy Statement

on the date of delivery in an amount equal to the fair market value of the stock on such date less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the delivery date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Stock Appreciation Rights.   A participant will not have income upon the grant of a SAR. A participant will have compensation income upon the exercise of a SAR equal to the fair market value of the stock received. When the stock distributed in settlement of the SAR is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the exercise date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Other Stock Unit Awards.   The tax consequences associated with any other stock unit award will vary depending on the specific terms of such award. Among the relevant factors are whether or not the

award has a readily ascertainable fair market value, whether or not the award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award, and the participant’s holding period and tax basis for the award or underlying common stock.

Dividend Equivalents; Accrued Dividends.   The grantee generally will not realize taxable income at the time of the grant of the dividend equivalents or at the time dividends are accrued on unvested restricted stock awards. When a dividend equivalent or accrued dividend is paid upon an award vesting, the participant will recognize compensation income.

Tax Consequences to the Company.   There will not be any tax consequences to the Company as a result of the adoption of the Second Amended and Restated Plan or the grant of awards thereunder except that we will be entitled to a deduction when a participant recognizes compensation income, subject to the deduction limitations of Section 162(m) of the IRC.

Plan Benefits

New Plan Benefits

Awards under the Second Amended and Restated Plan are subject to the discretion of the Administrator. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the Second Amended and Restated Plan.

Existing Plan Benefits

Pursuant to SEC rules, the following table sets forth the number of shares subject to awards granted under the Current Plan from May 19, 2015 (when the Current Plan was initially approved by stockholders) through the date hereof. These share numbers do not take into account the effect of awards that have been cancelled or that have expired unexercised.

Proxy Statement 83

Name	Number of Shares Subject to Stock Options (#)		Number of Shares of Restricted Stock (#)		Number of Shares Subject to RSUs (#)		Number of Shares Subject to PSAs (#)(1)
Liam K. Griffin, Chairman, Chief Executive Officer and President	​	168,845	​	5,460	​	371,384	​	616,197
Kris Sennesael, Senior Vice President and Chief Financial Officer	​	52,770	​	—	​	144,843	​	146,915
Carlos S. Bori, Senior Vice President, Sales and Marketing	​	17,521	​	1,201	​	112,097	​	144,208
Robert J. Terry, Senior Vice President, General Counsel and Secretary	​	14,942	​	1,000	​	91,261	​	117,979
Reza Kasnavi, Senior Vice President, Technology and Manufacturing	​	12,677	​	995	​	106,697	​	133,070
All current executive officers as a group	​	266,755	​	8,656	​	826,282	​	1,158,369
All employees (excluding current executive officers) as a group	​	871,055	​	127,258	​	7,379,813	​	3,215,121

(1)

Represents shares (a) actually released under PSAs that have been earned and vested; (b) scheduled to be released under PSAs that have not yet vested but for which the performance condition has been satisfied; and (c) subject to PSAs that have not yet vested and for which the performance condition has not yet been satisfied, assuming the target level of performance.

Equity Compensation Plan Information

As of September 29, 2023, the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

•

the 2002 Employee Stock Purchase Plan, as amended

•

the Non-Qualified Employee Stock Purchase Plan

•

the 2008 Director Long-Term Incentive Plan

•

the 2015 Long-Term Incentive Plan

Except for the Non-Qualified Employee Stock Purchase Plan (the “Non-Qualified ESPP”), each of the foregoing equity compensation plans was approved by the Company’s stockholders. A description of the material features of the Non-Qualified ESPP is provided below under the heading “Non-Qualified Employee Stock Purchase Plan.”

The following table presents information about these plans as of September 29, 2023.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#)(a)		Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights ($)(b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)(c)
Equity compensation plans approved by security holders	​	27,123(1)	​	71.50	​	10,296,058(2)
Equity compensation plans not approved by security holders	​	—	​	—	​	173,128(3)
TOTAL	​	27,123	​	71.50	​	10,469,186

(1)

Excludes 2,167,957 unvested shares under restricted stock and RSU awards and 1,192,371 unvested shares under PSAs, which number assumes achievement of performance goals under outstanding PSAs at target levels.

(2)

Includes 857,399 shares available for future issuance under the 2002 Employee Stock Purchase Plan, 8,909,012 shares

84 Proxy Statement

available for future issuance under the Current Plan, and 529,647 shares available for future issuance under the 2008 Director Long-Term Incentive Plan. No further grants will be made under the Prior Plan.

(3)

Represents shares available under the Non-Qualified ESPP.

Non-Qualified Employee Stock Purchase Plan

The Company maintains the Non-Qualified ESPP to provide employees of the Company and participating subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase, by means of payroll deductions, of shares of the Company’s common stock at a discount from the market price of the

common stock at the time of purchase. The Non-Qualified ESPP is intended for use primarily by employees of the Company located outside the United States. Under the plan, eligible employees may purchase common stock through payroll deductions of up to 10% of compensation. The price per share is the lower of 85% of the market price at the beginning or end of each six-month offering period.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL 8

Proxy Statement 85

PROPOSAL 9:

APPROVAL OF AMENDMENT TO THE COMPANY’S 2002 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED

The Board of Directors believes it is in the best interests of the Company to encourage stock ownership by employees of the Company. The Company’s 2002 Employee Stock Purchase Plan, as amended (the “ESPP”), affords employees of the Company the opportunity to purchase shares of the Company’s common stock at a discount through regular payroll deductions. The Company believes the ESPP enhances its ability to seek and retain the services of highly skilled persons to serve as employees of the Company, and at the same time, encourages employee stock ownership. Under the ESPP, the Company has currently reserved 9.88 million shares of common stock to provide eligible employees with opportunities to purchase shares. As there would be an insufficient number of shares available for continuing the ESPP through the end of fiscal year 2025, on February 7, 2024, the Board of Directors adopted, upon the recommendation of the Compensation Committee and subject to stockholder approval, an amendment to the ESPP that increases the number of shares of common stock authorized for purchase under the plan from 9.88 million to 11.38 million (the “ESPP Amendment”).

We are asking stockholders to approve the ESPP Amendment. Apart from the ESPP Amendment, no other terms or conditions of the ESPP will change. With the approval of the ESPP Amendment by the stockholders, it is the intention of the Company to have the ESPP continue to qualify as an “employee stock purchase plan” under Section 423 of the IRC, which may provide certain tax benefits to employees as described below. As of January 1, 2024, and without giving effect to the ESPP Amendment, there were 706,974 shares available for future purchase under the ESPP.

In addition, if the ESPP Amendment is approved, the Company intends to continue providing non-U.S. employees with the opportunity to purchase shares of the Company’s common stock at a discount pursuant to Skyworks’ Non-Qualified Employee Stock Purchase Plan (“NQ ESPP”) by taking all necessary action to make available an additional 400,000 shares of common stock under the NQ ESPP, which action is not subject to stockholder approval. If the ESPP Amendment is not approved by the stockholders, the Company will not be able to continue to offer employees an opportunity to participate in the ESPP in the future once the shares that remain available for issuance thereunder are exhausted. Further, if the ESPP Amendment is not approved, the Company will not take any action to increase the number of shares available under the NQ ESPP and will discontinue such plan when the remaining shares available under the NQ ESPP have been exhausted.

Vote Required to Approve Proposal 9

The proposal to adopt the ESPP Amendment will be approved by the stockholders if it receives the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the proposal. If you sign and return your proxy card or submit your proxy via telephone or the Internet, your shares will be voted (unless you indicate to the contrary) to approve the ESPP Amendment. Specifically marking “ABSTAIN” on your proxy card will have the same impact as a vote that is marked “AGAINST” the proposal.

86 Proxy Statement

Description of the ESPP as Proposed to be Amended

Below is a brief summary of the ESPP, as proposed to be amended. The full text of the proposed amendment, together with the ESPP, are attached as Annexes D-1 and D-2 to this Proxy Statement, respectively as filed with the SEC on [           ], 2024.

The summary of the ESPP set forth below assumes the approval of the ESPP Amendment and is qualified in its entirety by reference to the ESPP and ESPP Amendment, which are attached Annexes D-1 and D-2 to this Proxy Statement. As noted above, other than the change to the ESPP proposed to be made by the ESPP Amendment, no other terms or conditions of the ESPP will change.

Eligibility

All employees of the Company and its participating subsidiaries who are employed by the Company at least ten (10) business days prior to the first day of the applicable offering period are eligible to participate in the ESPP, except for (i) any employee whose customary employment is for less than twenty (20) hours per week or for less than five (5) months in any calendar year and (ii) any employee who owns stock representing five percent (5%) or more of the total combined voting power or value of all classes of the Company’s common stock. An employee’s rights under the ESPP terminate when he or she ceases to be an employee. As of January 1, 2024, approximately 2,023 persons were eligible to receive awards under the ESPP, which number consists of the approximate total number of the Company’s employees in the United States, including six executive officers (who are current employees) of the Company and 2,017 employees (excluding executive officers). The Company’s non-employee directors are not eligible to participate in the ESPP.

On March 12, 2024, the last reported sale price of our common stock on the Nasdaq Global Select Market was $109.32.

Participation

The number of shares that participants may purchase under the ESPP is discretionary and the value of the Company’s common stock purchased by participants under the ESPP will vary based on the fair market value of the Company’s common stock on an offering period’s commencement date or termination date. Accordingly, the number of shares that will be purchased by our employees and executive officers in the future are not currently determinable.

Offering Periods

The Compensation Committee of the Board of Directors establishes the offering periods; however, an offering period may not extend for more than twenty-four (24) months. Subject to the foregoing, the offering periods will generally consist of six-month periods commencing on each of August 1 and February 1 and terminating on each of January 31 and July 31, respectively.

Purchase Options

On the commencement date of each offering period, the Company will grant to each participant an option to purchase on the termination date of the offering period at the Option Exercise Price (as defined below), that number of full shares of common stock equal to the amount of each participant’s accumulated payroll deductions made during the offering period, up to a maximum of 1,000 shares. This maximum may be increased or decreased as set forth in the ESPP. If the participant’s accumulated payroll deductions on the termination date would result in a purchase of more than the maximum allowed under the plan, the excess deductions will be refunded to the participant, without interest.

The Option Exercise Price for each offering period is the lesser of: (i) eighty-five percent (85%) of the fair market value (as defined in the ESPP) of the common stock on the offering commencement date, or (ii) eighty-five percent (85%) of the fair market value of the common stock

Proxy Statement 87

on the offering termination date, in either case rounded up to the next whole cent. If the participant’s accumulated payroll deductions on the last day of the offering period would otherwise enable the participant to purchase common stock in excess of the limitation prescribed under Section 423(b)(8) of the IRC, the excess will be refunded by the Company, without interest.

Option Exercise

Each participant in the ESPP on the termination date of each offering period will be deemed to have exercised his or her option on such date and to have purchased from the Company such number of full shares of common stock reserved for the ESPP as his or her accumulated payroll deductions on such date will pay for at the Option Exercise Price (so long as such participant remained employed at the termination date), subject to the maximums and limitations set forth in the ESPP.

Stock Subject to the ESPP

After giving effect to the ESPP Amendment, an aggregate of 11,380,000 shares of common stock have been authorized for issuance under the ESPP since its inception. If there are any unexercised options granted under the ESPP that expire or terminate or options that cease to be exercisable, the unpurchased shares subject to such option will again be available under the ESPP. If the number of shares of common stock available for any offering period is insufficient to satisfy the requirements for that offering period, the available shares for that offering period shall be apportioned among participating employees in proportion to their options.

Initial Eligibility and Participation

Except as may otherwise be established by ESPP administrators under generally applicable rules, an eligible employee may enter the ESPP by enrolling and authorizing payroll deductions not later than ten (10) business days before the next commencement date. Unless the participant files a revised authorization, or withdraws from the ESPP, his or her participation under the

enrollment on file will continue as long as the ESPP remains in effect.

A participant may withdraw in full from the ESPP prior to the termination date, in which event the Company will refund without interest the entire balance of such participant’s deductions not previously used to purchase common stock under the ESPP. Except as may otherwise be established by ESPP administrators under generally applicable rules, withdrawals will be effective only if delivered not later than ten (10) business days before the offering period termination date. Upon termination of the participant’s employment because of death, the person(s) entitled to receipt of the common stock and/or cash shall have the right to elect, either (i) to withdraw, without interest, all of the payroll deductions credited to the participant’s account under the ESPP, or (ii) to exercise the participant’s option for the purchase of shares of common stock on the next offering termination date following the date of the employee’s death.

The Company will accumulate and hold for the employee’s account the amounts deducted from his or her pay. No interest will be paid thereon.

Deduction Amounts

An employee may authorize payroll deductions from 1% to 15% (in whole number percentages only) of his or her eligible compensation (as defined in the ESPP). An employee may not make any additional payments into such account. Only full shares of common stock may be purchased. Any balance remaining in an employee’s account after a purchase will, to the extent not refunded as set forth above, be carried forward to the next offering period. Payroll deductions may not be increased, decreased or suspended by a participant during an offering period.

Termination and Amendment

The ESPP may be terminated at any time by the Board of Directors or, if sooner, when all of the shares of Common Stock reserved for the purposes of the ESPP have been purchased.

88 Proxy Statement

The Board of Directors may from time to time adopt amendments to the ESPP. Without approval of the Company’s stockholders, no amendment may increase the number of shares issued under the ESPP, except as provided under the ESPP in connection with: (i) increases or decreases by reason of stock split-ups, subdivisions, reclassifications, stock dividends, changes in par value and the like, or (ii) a merger or consolidation of the Company. Further, without approval of the Company’s stockholders, no amendment may change the class of employees eligible to receive options under the ESPP, if such action would be treated as the adoption of a new plan for purposes of Section 423(b) of the Code or cause Rule 16b-3 under the Securities Exchange Act of 1934 to become inapplicable to the ESPP.

Sale of Stock Purchased Under the ESPP

An employee may sell stock purchased under the ESPP at any time the employee chooses, subject to compliance with Company trading policies, any applicable federal or state securities laws, and subject to certain restrictions imposed under the ESPP.

Administration and Cost

The Company bears all costs of administering and carrying out the ESPP, and the ESPP may be administered by the Compensation Committee, or such other committee as may be appointed by the Board of Directors of the Company.

The Company will indemnify each member of the Board of Directors and the Compensation Committee to the fullest extent permitted by law with respect to any claim, loss, damage or expense (including counsel fees) arising in connection with their responsibilities under the ESPP.

Application of Funds

The proceeds received by the Company from the sale of common stock pursuant to options granted under the ESPP may be used for any corporate purposes, and the Company is not obligated to segregate participating employees’ payroll deductions.

Changes in Common Stock

If the Company should subdivide or reclassify the common stock, or should declare thereon any dividend payable in shares of such common stock, or should take any other action of a similar nature affecting such common stock, then the number and class of shares of common stock which may thereafter be optioned (in the aggregate and to any individual participating employee) shall be adjusted accordingly. In addition, in the event of an increase or decrease in the number of outstanding shares of common stock through stock splits, reclassifications, stock dividends, changes in par value and the like, an appropriate adjustment will be made in the number of shares and Option Exercise Price per share for then outstanding options.

Merger or Consolidation

If the Company should merge into or consolidate with another corporation, the Board of Directors may, at its election, either (i) terminate the ESPP and refund without interest the entire balance of each participant’s deductions, or (ii) entitle each participant to receive on the offering termination date upon the exercise of such option for each share of common stock as to which such option shall be exercised the securities or property to which a holder of one share of the common stock was entitled upon and at the time of such merger or consolidation. A sale of all or substantially all of the assets of the Company shall be deemed a merger or consolidation for the foregoing purposes.

Federal Income Tax Consequences

The following summarizes certain United States federal income tax considerations for employees participating in the ESPP and certain tax effects to the Company. This summary, however, does not address every situation that may result in taxation. For example, it does not discuss foreign, state, or local taxes, or any of the tax implications arising from a participant’s death. This summary is based on the federal tax laws in effect as of the date of this proxy statement. The ESPP is intended to qualify as an “employee stock purchase plan”

Proxy Statement 89

as defined in Section 423 of the IRC. This summary assumes that the ESPP complies with Section 423 of the IRC. Changes to these laws could alter the tax consequences described below. This summary is not intended as a substitute for careful tax planning, and each employee is urged to consult with and rely on his or her own advisors with respect to the possible tax consequences (federal, state, local and foreign) of exercising his or her rights under the ESPP.

The amounts deducted from an employee’s pay under the ESPP will be included in the employee’s compensation subject to United States federal income tax, and the Company will withhold taxes on these amounts. Generally, the employee will not recognize any additional income at the time options are granted pursuant to the ESPP or at the time the employee purchases shares under the ESPP.

If the employee disposes of shares purchased pursuant to the ESPP within two years after the first business day of the offering period in which the employee acquired such shares or within one year after the termination date of the offering period in which the employee acquired the shares, the employee will recognize ordinary compensation income (i.e., not capital gain income) at the time of such disposition in an amount equal to the excess, of the fair market value of the shares on the day the shares were purchased over the amount the employee paid for the shares. In addition, the employee generally will recognize capital gain or loss in an amount equal to the difference between the amount realized upon the sale of the shares and the employee’s tax basis in the shares (generally, the fair market value of the shares on the day of purchase). Capital gain or loss recognized on a disposition of shares will be long-term capital gain or loss if the employee’s holding period for the shares exceeds one year. The holding period for determining whether the gain or loss realized is short or long term will not begin until the employee has purchased shares under the ESPP.

If the employee disposes of shares purchased pursuant to the ESPP more than two years after the

first business day of the offering period in which the employee acquired the shares and more than one year after the termination date of the offering period in which the employee acquired the shares, the employee will recognize ordinary compensation income at the time of such disposition in an amount equal to the lesser of:

•

the excess, if any, of the fair market value of the shares at the time of disposition over the amount the employee paid for the shares; or

•

15% of the fair market value of the shares measured as of the first business day of the offering period in which the shares were purchased.

In addition, the employee generally will recognize long-term capital gain or loss in an amount equal to the difference between the amount realized upon the sale of shares and the employee’s tax basis in the shares.

If the employee disposes of shares purchased pursuant to the ESPP within two years after the first business day of the offering period in which such shares were purchased or within one year after the termination date of the offering period in which such shares were purchased, the Company generally will be entitled to a deduction for United States federal income tax purposes in an amount equal to the ordinary compensation income recognized by the employee as a result of such disposition. If the employee disposes of shares purchased pursuant to the ESPP more than two years after the first business day of the offering period in which the employee acquired the shares and more than one year after the termination date of the offering period in which the employee acquired the shares, the Company will not be entitled to any deduction for United States federal income tax purposes with respect to the options or the shares issued upon their exercise. Any deduction by the Company is subject to the limitations of Section 162(m) of the IRC.

90 Proxy Statement

Plan Benefits

New Plan Benefits

Because benefits under the ESPP will depend on employees’ elections to participate and the fair market value of the Company’s common stock at various future dates, it is not possible to determine the benefits that will be received by executive officers and other employees if the ESPP is approved by the stockholders. Non-employee directors are not eligible to participate in the ESPP.

Existing Plan Benefits

Only employees of the Company and its participating subsidiaries are eligible to participate in the ESPP. Pursuant to SEC rules, the following table sets forth the number of shares subject to stock options granted under the ESPP from September 25, 2002 (when the ESPP was first adopted by the Board of Directors) through the date hereof.

Name	Number of Shares Subject to Stock Options (#)
Liam K. Griffin, Chairman, Chief Executive Officer and President	​	13,038
Kris Sennesael, Senior Vice President and Chief Financial Officer	​	1,829
Carlos S. Bori, Senior Vice President, Sales and Marketing	​	3,903
Robert J. Terry, Senior Vice President, General Counsel and Secretary	​	20,719
Reza Kasnavi, Senior Vice President, Technology and Manufacturing	​	6,475
All current executive officers as a group	​	45,964
All employees (excluding current executive officers) as a group	​	9,127,062

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL 9

Proxy Statement 91

PROPOSAL 10:

STOCKHOLDER PROPOSAL REGARDING NAMED EXECUTIVE OFFICER TERMINATION PAYMENTS

In accordance with SEC rules, we have set forth below a stockholder proposal from Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278. Mr. Chevedden has notified us that he is the beneficial owner of 50 shares of the Company’s common stock and that he intends to present the following proposal at the Annual Meeting. The stockholder proposal will be voted upon at the Annual Meeting if properly

presented. The Company assumes no responsibility for the content or accuracy of the text of the stockholder’s resolution or the statement and graphic the stockholder furnished to us in support thereof, which appear below exactly as submitted. The stockholder proposal includes some assertions the Company believes are incorrect.

Proposal 10 — Shareholder Opportunity to Vote on Excessive Golden Parachutes

Shareholders request that the Board adopt a policy to seek shareholder approval of senior managers’ new or renewed pay package that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. This proposal only applies to Named Executive Officers.

Golden parachute payments include cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination.

“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is

accelerated, or a performance condition waived, due to termination.

The Board shall retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon.

This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding shareholder vote is required for unreasonably high golden parachutes.

This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent or discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that extra large golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters.

This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes.

92 Proxy Statement

This proposal is an additional step in improving Skyworks Solutions corporate governance which is ranked a dismal 9 — with 10 being worst.

Skyworks Solutions shareholders took a 2023 step toward improving corporate governance in giving 4-to-l support to the 2023 shareholder proposal calling for a simple majority voting standard — as opposed to 80% voting

standards — absurd when less than 80% of SWKS shares typically vote.

Please vote yes:

Shareholder Opportunity to Vote on Excessive Golden Parachutes —  Proposal 10

Proxy Statement 93

Statement of Opposition by the Board of Directors

The Board recommends a vote AGAINST the proposal for the following reasons:

The Board and Compensation Committee have carefully reviewed and considered the stockholder proposal and have concluded that the Company’s current agreements with named executive officers already place reasonable limits on payments in the event of a change in control or termination of employment. Moreover, the Company has adopted a policy providing for stockholder ratification of new agreements or arrangements providing for cash severance benefits payable to named executive officers that exceed 2.99 times the sum of the named executive officer’s base salary and target bonus (as each such term is defined in the policy). For these and the other reasons discussed below, the proposal is neither necessary nor in the best interests of the Company’s stockholders.

The Company’s existing change in control / severance agreements with its named executive officers contain reasonable and appropriate limits consistent with market practice, and the Company has adopted a policy regarding stockholder ratification of new agreements or arrangements providing for certain cash severance payments.

The existing change in control / severance agreements with our named executive officers are designed to provide those executives with reasonable compensation if their employment is terminated for qualifying reasons. These agreements already limit cash severance payments in the event of a qualifying termination in connection with a change in control to an amount equal to 2.5 times the sum of his base salary plus CIC Bonus Amount (as defined above) in the case of our Chief Executive Officer and 1.5 times the sum of the executive’s base salary plus CIC Bonus Amount (as defined above) in the case of our other named executive officers.

In addition, our current agreements limit cash severance payments in connection with certain

qualifying terminations other than in connection with a change in control to an amount equal to 2.0 times his base salary plus Bonus Amount (as defined above) in the case of our Chief Executive Officer and 12 months base salary plus any short-term cash incentive award then due in the case of our other named executive officers. Please refer to the above “Potential Payments Upon Termination or Change in Control” for additional information.

Further, we have adopted a cash severance policy providing that the Company will not enter into any new employment, severance or separation agreement with our named executive officers, or establish any new severance plan or policy covering any named executive officer, in each case that provides for cash severance benefits exceeding 2.99 times the sum of the named executive officer’s base salary and target bonus, without seeking stockholder ratification of such agreement, plan or policy.

Because our existing change in control / severance agreements with our named executive officers already appropriately limit cash severance, and our cash severance policy provides for a shareholder ratification vote for new agreements that would exceed the above-referenced 2.99 threshold, the proposal is unnecessary.

Our stockholders have an opportunity to express their approval of our compensation program, which includes termination arrangements, annually.

We already give our stockholders the opportunity to voice their opinions on executive compensation through our annual “say-on-pay” vote. That annual advisory vote relates to matters disclosed pursuant to the compensation disclosure rules of the SEC, which include disclosures regarding termination arrangements and potential related payments. In addition, in the event of a merger, acquisition or other similar event, stockholders would have an opportunity to express their views on any compensation to our named executive

94 Proxy Statement

officers in connection with the transaction. An additional stockholder vote on these payments is therefore unnecessary.

By introducing additional requirements on the Compensation Committee’s ability to formulate appropriate compensation arrangements for key executives, particularly with regard to the use of long-term equity, the proposal could impair the Company’s ability to attract and retain executive talent, placing us at a competitive disadvantage.

We believe our Board and our Compensation Committee — comprised entirely of independent directors and advised by an independent compensation consultant — are in the best position to design and implement executive compensation packages that align the interests of our named executive officers with those of our stockholders. The proposal would unduly burden our Compensation Committee’s ability to implement executive compensation packages that are appropriately balanced with current market practices and the financial, operational, and other business goals of the Company.

In particular, given the proposal includes the value of outstanding equity awards that accelerate upon a termination, we believe it could have an adverse impact on our ability to recruit and retain executive talent, as it would put us at a

competitive disadvantage against other companies who do not face similar requirements. For example, a potential key hire may decide to accept another position rather than being subject to the uncertainty of having his or her potential change in control / severance arrangements submitted for stockholder approval (even where such vote is advisory only). Additionally, if implemented, the proposal could significantly affect our ability to retain key employees, including our named executive officers, during a potential change-in-control transaction as the stockholder approval requirement could cause delays and uncertainty regarding payments under previously granted equity awards.

Given the Company’s cash severance policy requiring stockholder ratification of any new severance agreement, plan or policy covering a named executive officer for cash severance benefits exceeding 2.99 times the sum of such named executive officer’s base salary and target bonus; the Company’s current agreements with executive officers already placing reasonable limits on payments in the event of a change in control or termination of employment; and the need for a compensation program that attracts and retains talent, the Board considers the proponent’s proposal not to be in the best interests of the Company’s stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THIS STOCKHOLDER PROPOSAL 10

Proxy Statement 95

PROPOSAL 11:

STOCKHOLDER PROPOSAL REGARDING ADOPTION OF GREENHOUSE GAS EMISSIONS REDUCTION TARGETS

In accordance with SEC rules, we have set forth below a stockholder proposal from Green Century Funds, 114 State Street, Boston, MA 02109. Representatives from Green Century Funds have notified us that the entity is the beneficial owner of at least $25,000 worth of shares of the Company’s common stock and that they intend to present

the following proposal at the Annual Meeting. The stockholder proposal will be voted upon at the Annual Meeting if properly presented. The Company assumes no responsibility for the content or accuracy of the text of the stockholder’s resolution or the statement, which appears below exactly as submitted.

Ambitious Emissions Reduction Targets

Whereas: Climate change is creating systemic risks to the economy, and immediate, sharp emissions reductions are required.(1) Publicly-traded corporations both contribute emissions that augment climate change and are subject to multiple risks created by climate change. Lack of comprehensive efforts to curtail emissions threatens investor value, particularly for diversified holders, for whom climate change poses an undiversifiable and unhedgeable risk.(2)

More than 6,500 companies, representing a broad range of industries, have set or committed to set science-based greenhouse gas reduction targets, covering their Scopes 1 — 3 emissions and aligned with a 1.5 degrees Celsius scenario, with the Science Based Targets initiative (SBTi). SBTi provides third-party validation of corporate targets.

By contrast, Skyworks doesn’t track or disclose its value chain (Scope 3) emissions and hasn’t set comparable targets nor sought third party validation of existing targets. The Company’s current target is a 30% reduction of emissions by 2030. However, its target is limited to operational (Scope 1 and 2) emissions and is not aligned with a 1.5 degrees Celsius scenario.(3)

Meanwhile, peers, Analog Devices, NXP Semiconductors, Qualcomm, and Murata Manufacturing, have set or committed to set near-term science-based 1.5 degrees Celsius-aligned targets with SBTi, inclusive of full value chain emissions. Moreover, Analog devices committed to set and Qualcomm has set 1.5 degrees Celsius-aligned net-zero by 2050 and 2040 targets, respectively.

Skyworks’ largest customer, Apple, launched an initiative in 2020 to decarbonize supply chain emissions associated with Apple product manufacturing and announced in September 2023 that 300 manufacturers had committed to sourcing 100% clean energy for producing Apple products by 2030.(4)

Electricity consumption represents the majority of Skyworks’ operational emissions, and its new commitment to Apple’s Supplier Clean Energy Program, could accelerate renewable energy adoption while the Company works to expand renewable energy access for its factories in Mexico, Japan, and Singapore.

By adopting ambitious targets and enhancing value chain disclosures, Skyworks could better align with investor expectations, further prepare

(1)

https://report.ipcc.ch/ar6wg3/pdf/IPCC_AR6_WGIII_FinalDraft_FullReport.pdf

(2)

https://www.unepfi.org/fileadmin/documents/universal_ownership_full.pdf. Pg4.

(3)

https://www.skyworksinc.com/-/media/SkyWorks/Documents/Brochures/SustainabilityReport2022.pdf. Pg27.

(4)

https://www.apple.com/newsroom/2023/09/apple-advances-supplier-clean-energy-commitments/

96 Proxy Statement

the Company to succeed in a low-carbon economy, and enhance its reputation.

Resolved:   Shareholders request that Skyworks adopt independently verified short-, medium- and long-term science-based greenhouse gas emissions reduction targets, inclusive of emissions from its full value chain, in order to achieve net-zero emissions by 2050 in line with the Paris Agreement’s goal of limiting global temperature rise to 1.5 degrees Celsius.

Taking into consideration approaches used by advisory groups like SBTi;

•

Developing a transition plan that shows how the Company plans to meet its goals, taking into consideration criteria used by advisory groups such as the Task Force for Climate Related Financial Disclosures

•

Consideration of supporting targets for renewable energy, supply chain management, reduction of fluorinated gases, and other measures deemed appropriate by management.

Proxy Statement 97

Statement of Opposition by the Board of Directors

The Board has carefully reviewed and considered the stockholder’s proposal and has concluded that it is unnecessary and not in the best interests of the Company’s stockholders. The Board recommends a vote AGAINST the proposal.

Skyworks takes the issue of environmental sustainability seriously and is proud of the progress that it has made on its sustainable business practices, including with respect to greenhouse gas emissions disclosure and reduction.

Skyworks is already focused on and committed to greenhouse gas emissions management and reduction, which the Company has demonstrated through setting and continuing to set thoughtful and meaningful targets and transparently communicating about its greenhouse gas emissions management efforts, targets, and continued progress.

We have disclosed our Scope 1 and Scope 2 CO2e emissions annually since our 2019 Sustainability Report. In 2021, we publicly communicated our long-term target of reducing absolute Scope 1 and Scope 2 carbon dioxide equivalent (CO2e) emissions from our major manufacturing locations by 30% by 2030 (from a baseline year of 2018). Skyworks plans to achieve this Scope 1 and Scope 2 CO2e emissions reduction target by sourcing renewable energy.

Further, as highlighted in our 2022 Sustainability Report, we have progressed our initiatives in this area by having our Scope 1 and Scope 2 CO2e emissions data verified by Cameron-Cole, an independent environmental services firm.

Overall, our dedicated efforts and conscientious approach are having an impact. In 2023, we were able to achieve year-over-year reductions of total gross CO2e emissions from Scope 1 and Scope 2 of 22% and 23%, respectively. In addition, we are proud that our largest customer has publicly named us as a committed partner under its Supplier Clean Energy Program.

While Skyworks is exploring the steps to identify and determine our Scope 3 CO2e emissions, the Board believes the actions requested by this proposal are premature and not the best use of Company resources.

The processes and methodologies for calculating Scope 3 CO2e emissions (and validating targets in respect thereof) are varied and continue to evolve.

Like many of our peers, we await the finalization and effectiveness of the SEC’s new climate-related disclosure requirements and intend to comply with applicable disclosure requirements under California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act. To avoid confusion due to varying methodologies, assumptions, and estimates for calculating and disclosing Scope 3 emissions, and to utilize our resources most efficiently, we believe that it would be prudent to see if and how the SEC will mandate disclosure of Scope 3 emissions and what regulations the California Air Resources Board issues regarding the reporting of Scope 3 emissions.

Implementing the reporting requested by the proposal would divert time, effort and resources from our current and planned initiatives and possibly deviate from the final regulatory reporting requirements, thereby limiting our ability to target our efforts on areas that will provide the most meaningful impact in mitigating climate change and the most value to our stockholders. Thus, the Board believes that focusing on the SEC’s and California’s ultimate disclosure requirements would be more beneficial to our stockholders.

Skyworks maintains strong sustainability oversight and has received positive stockholder feedback on sustainability-related matters.

Beyond greenhouse gas emissions reduction, we are committed to sustainable business practices more broadly. We have established a Sustainability Council, consisting of a cross-functional team of

98 Proxy Statement

employees from throughout the Skyworks organization, who are responsible for our day-to-day sustainability initiatives.

With regard to climate change, our Sustainability Council leverages expertise from professionals across our operations, environment, health and safety, legal, human resources, sourcing and supply chain organizations to identify risks, establish improvement initiatives for CO2e emissions, water recycling and other sustainability measures, coordinate renewable energy sourcing efforts, track our progress, and drive improvements. Progress toward various sustainability-related business objectives is monitored monthly at the business level using detailed performance scorecards, is reviewed quarterly with the senior vice president of technology and manufacturing and other senior executives, and is reported to the Nominating and Corporate Governance Committee or full Board of Directors on a periodic basis.

As part of our stockholder outreach efforts, we have discussed our sustainability program with many of our largest stockholders, including the steps we are taking to reduce our greenhouse gas emissions and to position us to set meaningful greenhouse gas emissions targets. These engagement efforts have allowed us to better understand our stockholders’ priorities and perspectives with respect to these initiatives. Based on these engagement efforts, we believe that our stockholders recognize our progress and generally support our deliberate and thoughtful approach to these matters. We also have met with the proponent to hear its perspective and share our progress in these areas.

Given Skyworks’ existing goals, initiatives and disclosures, as well as the evolving Scope 3 CO2e emissions landscape, the Board believes the proposal is not in the best interests of the Company’s stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THIS STOCKHOLDER PROPOSAL 11

Proxy Statement 99

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of March 1, 2024, by the following individuals or entities: (i) each person or entity who beneficially owns five percent (5%) or more of the outstanding shares of the Company’s common stock as of March 1, 2024; (ii) the Named Executive Officers (as defined above under “Information About Executive and Director Compensation”); (iii) each director and nominee for director; and (iv) all current executive officers and directors of the Company, as a group.

Beneficial ownership is determined in accordance with the rules of the SEC, is not necessarily indicative of beneficial ownership for any other purpose, and does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. As of March 1, 2024, there were 160,444,374 shares of the Company’s common stock outstanding.

In computing the number of shares of Company common stock beneficially owned by a person and the percentage ownership of that person, shares of Company common stock that are subject to stock options or other rights held by that person that are currently exercisable or that will become exercisable within sixty (60) days of March 1, 2024, are deemed outstanding. These shares are not, however, deemed outstanding for the purpose of computing the percentage ownership of any other person.

Names and Addresses of Beneficial Owners(1)	Number of Shares Beneficially Owned(2)		Percent of Class
The Vanguard Group, Inc.	​	18,656,173(3)	​	11.63%
BlackRock, Inc.	​	14,750,420(4)	​	9.19%
Alan S. Batey	​	7,645	​	(*)
Kevin L. Beebe	​	51,855	​	(*)
Carlos S. Bori	​	48,185(5)	​	(*)
Liam K. Griffin	​	142,294(5)	​	(*)
Eric J. Guerin	​	2,794	​	(*)
Reza Kasnavi	​	20,330(5)	​	(*)
Christine King	​	20,979	​	(*)
Suzanne E. McBride	​	2,799	​	(*)
David P. McGlade	​	42,916	​	(*)
Robert A. Schriesheim	​	84,236	​	(*)
Kris Sennesael	​	100,584	​	(*)
Robert J. Terry	​	17,134(5)	​	(*)
Maryann Turcke	​	693	​	(*)
All current directors and executive officers as a group (14 persons)	​	559,971(5)	​	(*)

*

Less than 1%

(1)

Unless otherwise set forth in the following notes, each person’s address is the address of the Company’s principal executive offices at Skyworks Solutions, Inc., 5260 California Avenue, Irvine, CA 92617, and stockholders have sole voting and sole investment power with respect to the shares, except to the extent such power may be shared by a spouse or otherwise subject to applicable community property laws.

(2)

The table does not reflect the number of shares of Company common stock to be issued pursuant to unvested restricted stock units (the “Unvested RSUs”) and earned, but unissued, performance share awards subject to time-based vesting only (the “Unvested PSAs”) that are not scheduled to vest within sixty (60) days of March 1, 2024, as follows: Mr. Batey — 2,078 shares under Unvested RSUs; Mr. Beebe — 2,078 shares under Unvested RSUs; Mr. Bori — 38,028 shares under Unvested RSUs and 13,230 shares under Unvested PSAs; Mr. Griffin — 130,206 shares under Unvested RSUs and 43,988 shares under Unvested

100 Proxy Statement

PSAs; Mr. Guerin — 2,524 shares under Unvested RSUs; Mr. Kasnavi — 38,306 shares under Unvested RSUs and 13,230 shares under Unvested PSAs; Ms. King — 2,078 shares under Unvested RSUs; Ms. McBride — 2,527 shares under Unvested RSUs; Mr. McGlade — 2,078 shares under Unvested RSUs; Mr. Schriesheim — 2,078 shares under Unvested RSUs; Mr. Sennesael — 36,912 shares under Unvested RSUs and 12,520 shares under Unvested PSAs; Mr. Terry — 31,558 shares under Unvested RSUs and 10,896 shares under Unvested PSAs; Ms. Turcke — 3,462 shares under Unvested RSUs; current directors and executive officers as a group (14 persons) — 313,901 shares under Unvested RSUs and 100,632 shares under Unvested PSAs.

(3)

Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to zero shares, shared voting power with respect to 203,684 shares, sole dispositive power with respect to 17,980,820 shares and shared dispositive power with respect to 675,353 shares. With respect to the information relating to Vanguard, the Company has relied on information disclosed by Vanguard on a Schedule 13G/A filed with the SEC on February 13, 2024. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

(4)

Consists of shares beneficially owned by BlackRock, Inc. (“BlackRock”), in its capacity as a parent holding company of various subsidiaries under Rule 13d-1(b)(1)(ii)(G). In its capacity as a parent holding company or control person, BlackRock has sole voting power with respect to 13,506,111 shares and sole dispositive power with respect to 14,750,420 shares which are held by the following of its subsidiaries: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, and BlackRock Fund Managers Ltd. With respect to the information relating to BlackRock and its affiliated entities, we have relied on information disclosed by BlackRock on a Schedule 13G filed with the SEC on January 24, 2024. The address of BlackRock is 50 Hudson Yards, New York, NY 10001.

(5)

Includes shares held in the Company’s 401(k) Savings and Retirement Plan as of February 29, 2024.

Proxy Statement 101

GENERAL INFORMATION

Q.

How do we refer to Skyworks in this Proxy Statement?

The terms “Skyworks,” “the Company,” “we,” “us,” and “our” refer to Skyworks Solutions, Inc., a Delaware corporation, and its consolidated subsidiaries.

Q.

When and where is our Annual Meeting?

The Annual Meeting will be held on Tuesday, May 14, 2024, at 11:00 a.m. Pacific Daylight Time. The Annual Meeting will be held in a virtual format. You will be able to attend and participate in the Annual Meeting online by visiting
www.virtualshareholdermeeting.com/SWKS2024. We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at our Annual Meeting by enabling stockholders to participate remotely from any location around the world. We have designed the virtual Annual Meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform.

Q.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will consider and vote on the following matters:

•

Proposal 1:   The election of the nine nominees named in this Proxy Statement to our Board of Directors to serve until the 2025 Annual Meeting of Stockholders.

•

Proposal 2:   The ratification of the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2024.

•

Proposal 3:   The approval, on a non-binding basis, of the compensation of our Named Executive Officers, as described above under “Compensation Discussion and Analysis,” and in the executive compensation

tables and accompanying narrative disclosures in this Proxy Statement.

•

Proposals 4, 5, 6 and 7:   The approval of various amendments to the Company’s Restated Certificate of Incorporation regarding elimination of supermajority vote provisions.

•

Proposal 8:   The approval of the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan.

•

Proposal 9:   The approval of an amendment to the Company’s 2002 Employee Stock Purchase Plan, as amended.

•

Proposal 10:   A non-binding stockholder proposal regarding Named Executive Officer Termination Payments, if properly presented at the Annual Meeting.

•

Proposal 11:   A non-binding stockholder proposal regarding adoption of greenhouse gas emissions reductions targets, if properly presented at the Annual Meeting.

The stockholders will also act on any other business that may properly come before the meeting.

Q.

What is included in our proxy materials?

The Company’s Annual Report, which includes financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” for fiscal year 2023, accompanies this Proxy Statement. This Proxy Statement and form of proxy, and/or notice of access thereto, are being first mailed to stockholders on or about March 28, 2024. The Proxy Statement and the Company’s Annual Report are available at www.skyworksinc.com/annualreport.

Q.

Who can vote at our Annual Meeting?

Only stockholders of record at the close of business on March 20, 2024 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were [          ] shares of Skyworks’ common stock issued and outstanding.

102 Proxy Statement

Pursuant to Skyworks’ Restated Certificate of Incorporation and By-laws, and applicable Delaware law, each share of common stock entitles the holder of record at the close of business on the Record Date to one vote on each matter considered at the Annual Meeting.

Q.

Is my vote important?

Yes. Your vote is important no matter how many shares you own. Please take the time to vote in the way that is easiest and most convenient for you, and cast your vote as soon as possible.

Q.

How do I vote if I am a stockholder of record?

As a stockholder of record, you may vote in one of the following three ways whether or not you plan to attend the Annual Meeting online: (a) by completing and submitting your proxy via the Internet at the website address listed on the proxy card, (b) by completing and submitting your proxy using the toll-free telephone number listed on the proxy card, or (c) by completing, signing, and dating the proxy card and returning it in the postage-prepaid envelope provided for that purpose. If you attend the Annual Meeting online, you may vote online at the Annual Meeting even if you have previously submitted your proxy by mail or telephone, or via the Internet (and your vote at the Annual Meeting will automatically revoke your previously submitted proxy, although mere virtual attendance at the meeting without voting will not have that result).

Q.

How do I vote if I am a beneficial owner of shares held in “street name”?

If your shares are held on your behalf by a third party such as your broker or another person or entity who holds shares of the Company on your behalf and for your benefit, which person or entity we refer to as a “nominee,” and your broker (or other nominee) is the stockholder of record of such shares, then you are the beneficial owner of such

shares and we refer to those shares as being held in “street name.” As the beneficial owner of your “street name” shares, you are entitled to instruct your broker (or other nominee) as to how to vote your shares. Your broker (or other nominee) will provide you with information regarding how to instruct your broker (or other nominee) as to the voting of your “street name” shares.

Q.

How do I vote if I am a participant in the Skyworks 401(k) Savings and Retirement Plan?

If you are a participant in the Skyworks 401(k) Savings and Retirement Plan (the “401(k) Plan”), you will receive an instruction card for the Skyworks shares you own through the 401(k) Plan. That instruction card will serve as a voting instruction card for the trustee of the 401(k) Plan, and your 401(k) Plan shares will be voted as you instruct.

Q.

Can I change my vote after I have voted?

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted at the Annual Meeting. Proxies may be revoked by (a) delivering to the Secretary of the Company, before the taking of the vote at the Annual Meeting, a written notice of revocation bearing a later date than the proxy, (b) duly completing a later-dated proxy relating to the same shares and delivering it to the Secretary of the Company before the taking of the vote at the Annual Meeting, or (c) attending the Annual Meeting online and voting (although virtual attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). Any written notice of revocation or subsequent proxy should be delivered to the Company’s executive offices at Skyworks Solutions, Inc., 5260 California Avenue, Irvine, CA 92617, Attention: Secretary, before the taking of the vote at the Annual Meeting. If you vote your shares over the Internet prior to the Annual Meeting, only your latest Internet vote submitted prior to the Annual Meeting will be counted at the Annual Meeting.

Proxy Statement 103

Q.

How do I virtually attend the Annual Meeting?

You are invited to attend the Annual Meeting online by visiting
www.virtualshareholdermeeting.com/SWKS2024, where you will be able to listen to the meeting live, submit questions, and vote. The meeting will begin at 11:00 a.m. Pacific Daylight Time. In order to participate in the meeting, you will need the multi-digit number included in your proxy card, voter instruction form, or notice. Instructions on how to attend and participate online, including how to demonstrate proof of stock ownership, will be posted at
www.virtualshareholdermeeting.com/SWKS2024.

Online check-in will begin at 10:50 a.m. Pacific Daylight Time on May 14, 2024, and you should allow ample time for the online check-in proceedings. We will have technicians standing by and ready to assist you with any technical difficulties you may have accessing the virtual meeting starting at 10:50 a.m. Pacific Daylight Time on May 14, 2024. If you encounter any difficulties accessing the virtual meeting during the check-in time or meeting time, please call the phone number that will be listed at that time at
www.virtualshareholdermeeting.com/SWKS2024.

Q.

If I vote by proxy, how will my vote be cast?

The persons named as attorneys-in-fact in this Proxy Statement, Liam K. Griffin and Robert J. Terry, were selected by the Board and are officers of the Company. As attorneys-in-fact, Messrs. Griffin and Terry will vote any shares represented at the meeting by proxy. Each executed proxy card returned by a stockholder of record or proxy vote recorded via telephone or the Internet by a stockholder of record in the manner provided on the proxy card prior to the taking of the vote at the Annual Meeting will be voted. Where a choice has been specified in an executed proxy with respect to the matters to be acted upon at the Annual Meeting, the shares

represented by the proxy will be voted in accordance with the choices specified.

Q.

How will my shares be voted if I do not give specific voting instructions when I deliver my proxy?

If you are a stockholder of record and deliver a proxy but do not give specific voting instructions, then the proxy holders will vote your shares as recommended by the Board or, if no recommendation is given, in their own discretion.

If your shares are held in “street name,” your broker (or other nominee) is required to vote those shares in accordance with your instructions. If you do not give instructions to your broker (or other nominee), your broker (or other nominee) will only be entitled to vote your shares with respect to “discretionary” matters, as described below, but will not be permitted to vote the shares with respect to “non-discretionary” matters. If you beneficially own shares that are held in “street name” by your broker (or other nominee), we strongly encourage you to provide instructions to your broker (or other nominee) as to how to vote on the election of directors and all of the Proposals by signing, dating, and returning to your broker (or other nominee) the instruction card provided by your broker (or other nominee).

If you are a participant in the 401(k) Plan, the trustee of the 401(k) Plan may not vote your 401(k) Plan shares if the trustee does not receive voting instructions from you by 11:59 p.m. Eastern Daylight Time on May 9, 2024, unless otherwise required by law.

Q.

What is a “broker non-vote”?

A “broker non-vote” occurs when your broker (or other nominee) submits a proxy for your shares (because the broker (or other nominee) has either received instructions from you on one or more proposals, but not all, or has not received instructions from you but is entitled to vote on a particular “discretionary” matter)

104 Proxy Statement

but does not indicate a vote on a particular proposal because the broker (or other nominee) does not have authority to vote on that proposal and has not received voting instructions from you. “Broker non-votes” are not counted to determine the number of votes present for the particular proposal, nor are they counted as votes “FOR” or “AGAINST” the proposal in question or as abstentions. We count “broker non-votes” for the purpose of determining a quorum for the Annual Meeting. If your shares are held in “street name” by your broker (or other nominee), please check the instruction card provided by your broker (or other nominee) or contact your broker (or other nominee) to determine whether you will be able to vote by telephone or via the Internet.

Q.

What vote is required for each matter?

Election of Directors.   Pursuant to the Company’s By-laws, a nominee will be elected to the Board if the votes cast “FOR” the nominee’s election at the Annual Meeting exceed the votes cast “AGAINST” the nominee’s election (as long as the only director nominees are those individuals set forth in this Proxy Statement). Abstentions and “broker non-votes” will not count as votes “FOR” or “AGAINST.” If the shares you own are held in “street name,” your broker (or other nominee), as the record holder of your shares, is required to vote your shares according to your instructions. Proposal 1 is not considered to be a “discretionary” matter for certain brokers. If you do not instruct your broker how to vote with respect to this item, your broker may not vote your shares with respect to the election of directors. In such case, a “broker non-vote” may occur, which will have no effect on the outcome of Proposal 1.

Ratification of Independent Registered Public Accounting Firm.   The affirmative vote of a majority of the shares present, or represented by proxy, at the Annual Meeting, and entitled to vote on such matter at the Annual Meeting, is required to approve Proposal 2. Proposal

2 involves a matter on which a broker (or other nominee) does have “discretionary” authority to vote. If you do not instruct your broker how to vote with respect to this item, your broker may still vote your shares with respect to this proposal in its discretion. With respect to Proposal 2, a vote of “ABSTAIN” will have the same effect as a vote of  “AGAINST.”

Say-on-Pay Vote; Approval of Second Amended and Restated 2015 Long-Term Incentive Plan; Approval of Amendment to 2002 Employee Stock Purchase Plan, as Amended; and Stockholder Proposals.   The affirmative vote of a majority of the shares present, or represented by proxy at the Annual Meeting, and entitled to vote on such matter at the Annual Meeting, is required to approve Proposals 3 and 8 — 11. Proposals 3 and 8 — 11 are not considered to be “discretionary” matters for certain brokers. If you do not instruct your broker how to vote with respect to these items, your broker may not vote your shares with respect to these proposals. In such case, a “broker non-vote” may occur, which will have no effect on the outcome of Proposals 3 and 8 — 11. Votes that are marked “ABSTAIN” are counted as present and entitled to vote with respect to Proposals 3 and 8 — 11 and will have the same impact as a vote that is marked “AGAINST” for purposes of Proposals 3 and 8 — 11.

Approval of Amendments to the Company’s Restated Certificate of Incorporation.    Approval of Proposals 4, 5, 6, and 7 requires the affirmative vote of the holders of at least the following percentages of the shares of our outstanding common stock, respectively: 80%, 90%, 80%, and 80%. Proposals 4 – 7 are not considered to be “discretionary” matters for certain brokers. If you do not instruct your broker how to vote with respect to one or more of these items, your broker may not vote your shares with respect to such proposals. In such case, a “broker non-vote” may occur, which will have the same effect as a vote that is marked “AGAINST” for purposes of such proposal.

Proxy Statement 105

Votes that are marked “ABSTAIN” as to any of Proposals 4 – 7 are counted as present and entitled to vote with respect to such proposal and will have the same impact as a vote that is marked “AGAINST” for purposes of such proposal.

Q.

How does the Board recommend that I vote?

The Board recommends that you vote:

FOR the election of each of the nine director nominees (Proposal 1).

FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2024 (Proposal 2).

FOR the approval, on a non-binding basis, of the compensation of our Named Executive Officers, as described above under “Compensation Discussion and Analysis,” and in the executive compensation tables and accompanying narrative disclosures (Proposal 3).

FOR the approval of amendments to the Company’s Restated Certificate of Incorporation (Proposals 4-7).

FOR the approval of the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan (Proposal 8).

FOR the approval of the amendment to the 2002 Employee Stock Purchase Plan, as amended (Proposal 9).

AGAINST the approval, on a non-binding basis, of a stockholder proposal regarding named executive officer termination payments (Proposal 10).

AGAINST the approval, on a non-binding basis, of a stockholder proposal regarding adoption of greenhouse gas emissions reductions targets (Proposal 11).

Q.

How will the votes cast at our Annual Meeting be counted?

Broadridge Financial Solutions, Inc. and our independent inspector of elections will tabulate the votes at the Annual Meeting. The vote on each matter submitted to stockholders will be tabulated separately.

Q.

Where can I find the voting results of our Annual Meeting?

We expect to announce the preliminary voting results at our Annual Meeting. The final voting results will be reported in a Current Report on Form 8-K that will be filed with the SEC within four business days after the end of our Annual Meeting and will be posted on our website.

Q.

Will my vote be kept confidential?

Yes. We will keep your vote confidential unless (1) we are required by law to disclose your vote (including in connection with the pursuit or defense of a legal or administrative action or proceeding), or (2) there is a contested election for the Board. The inspector of elections will forward any written comments that you make on the proxy card to management without providing your name, unless you expressly request on your proxy card that your name be disclosed.

Q.

What is the quorum requirement for our Annual Meeting?

The holders of a majority of the issued and outstanding stock of the Company entitled to vote at the Annual Meeting present either in person or by proxy at the Annual Meeting constitute a quorum for the transaction of business at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting. Shares that abstain from voting on any proposal and “broker non-votes” will be counted as shares that are present for purposes of determining whether a quorum exists at the Annual Meeting. If a “broker non-vote” occurs with respect to any shares of the Company’s

106 Proxy Statement

common stock on any matter, then those shares will be treated as not present and not entitled to vote with respect to that matter (even though those shares are considered entitled to vote for purposes of determining whether a quorum exists because they are entitled to vote on other matters) and will not be voted.

Q.

How do I submit a question at the Annual Meeting?

If you wish to submit a question, beginning at 10:50 a.m. Pacific Daylight Time on May 14, 2024, you may log into the virtual meeting platform at
www.virtualshareholdermeeting.com/SWKS2024, type your question into the “Submit a Question” field, and click “Submit.” Our virtual meeting will be governed by our Annual Meeting Rules of Conduct which will include rules on permissible topics for stockholder questions and will be posted at www.virtualshareholdermeeting.com/SWKS2024.

Questions received from stockholders during the virtual Annual Meeting that are deemed appropriate under our Annual Meeting Rules of Conduct will be posted, along with the Company’s responses, on the Investor Relations portion of the Company’s website at www.skyworksinc.com as soon as practicable following the Annual Meeting.

Q.

When will Skyworks next hold an advisory vote on the frequency of  “say-on-pay” votes?

Skyworks currently conducts an annual “say-on-pay” vote. The next advisory vote on the frequency of ”say-on-pay” votes is

expected to be held at our 2029 Annual Meeting of Stockholders.

Q.

What is “householding”?

Some brokers (or other nominees) may be participating in the practice of  “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement and our Annual Report may have been sent to multiple stockholders in your household. If you are a stockholder and your household or address has received only one Annual Report and one Proxy Statement, the Company will promptly deliver a separate copy of the Annual Report and the Proxy Statement to you, upon your written request to Skyworks Solutions, Inc., 5260 California Avenue, Irvine, CA 92617, Attention: Investor Relations, or oral request to Investor Relations at (949) 508-0973. If you would like to receive separate copies of our Annual Report and Proxy Statement in the future, you should direct such request to your broker (or other nominee). Even if your household or address has received only one Annual Report and one Proxy Statement, a separate proxy card should have been provided for each stockholder account. Each individual proxy card should be signed, dated, and returned in the postage-prepaid envelope (or completed and submitted by telephone or via the Internet, as described on the proxy card). If your household has received multiple copies of our Annual Report and Proxy Statement, you can request the delivery of single copies in the future by contacting your broker (or other nominee), or the Company at the address or telephone number above.

Proxy Statement 107

OTHER PROPOSED ACTION

As of the date of this Proxy Statement, the directors know of no other business that is expected to come before the Annual Meeting. However, if any other business should be properly

presented at the Annual Meeting, the persons named as proxies will vote in accordance with their judgment with respect to such matters.

OTHER MATTERS

Solicitation Expenses

Skyworks will bear the expenses of the preparation of the proxy materials and the solicitation by the Board of proxies. Proxies may be solicited on behalf of the Company in person or by telephone, e-mail, facsimile, or other electronic means by directors, officers, or employees of the Company, who will receive no additional compensation for any such services. We have retained D.F. King & Co. to assist in the solicitation of proxies, at a

total cost to the Company of approximately $30,000 to $50,000, plus reasonable out-of-pocket expenses. This increase in expense from the prior year results from the Company’s decision to solicit stockholder votes for the Annual Meeting more actively than it has, as described above under “Introduction to Proposals 4 – 7: Elimination of Supermajority Vote Provisions from Our Charter”.

Electronic Delivery of Proxy Materials

We are able to distribute our Annual Report and this Proxy Statement to our stockholders in a fast and efficient manner via the Internet. This reduces the amount of paper delivered to a stockholder’s address. Stockholders may elect to view all future annual reports, proxy statements, and notices on the Internet instead of receiving them by mail. You may make this election when

voting your proxy this year. Simply follow the instructions to vote via the Internet to register your consent. Your election to view proxy materials online is perpetual unless you revoke it later. Future proxy cards will contain the Internet website address and instructions to view the materials. You will continue to have the option to vote your shares by telephone, mail, or via the Internet.

Annual Report on Form 10-K and Stockholder List

A copy of our 2023 Annual Report accompanies this Proxy Statement. You also may obtain, free of charge, a copy of the Company’s Annual Report on Form 10-K for fiscal year 2023, as filed with the SEC, via the Company’s website at www.skyworksinc.com, or upon written request addressed to Investor Relations:

Skyworks Solutions, Inc.
5260 California Avenue
Irvine, CA 92617

A list of stockholders of record as of March 20, 2024, will be available for inspection during ordinary business hours at our executive offices in Irvine, CA, from May 3, 2024, to May 13, 2024.

108 Proxy Statement

Stockholder Proposals

Proposals to be considered for inclusion in the proxy materials for the Company’s 2025 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must meet the requirements of Rule 14a-8 and be delivered in writing to the General Counsel and Secretary of the Company at its executive offices at 5260 California Avenue, Irvine, CA 92617, no later than November 28, 2024. The submission of a stockholder proposal does not guarantee that it will be included in the proxy materials for the Company’s 2025 Annual Meeting.

According to the applicable provisions of our By-laws, if a stockholder wishes to present a proposal at our 2025 Annual Meeting outside the processes of Rule 14a-8, with such proposal not to be considered for inclusion in the proxy materials for such meeting, then the stockholder must give written notice to the Secretary of the Company at the address noted above no earlier than the close of business on January 14, 2025, and no later than the close of business on February 13, 2025. In the event that the 2025 Annual Meeting is advanced by more than thirty (30) days, or delayed (other than as a result of adjournment) by more than sixty (60) days, from the first anniversary of the Company’s 2024 Annual Meeting, then the required notice must be delivered in writing to the Secretary of the Company at the address above no earlier than 120 days prior to the date of the 2025 Annual Meeting and no later than the later of 90 days prior to the 2025 Annual Meeting or the 10th day following the day on which the public announcement of the date of the 2025 Annual Meeting is first made by the Company. A proposal that is submitted outside of these time periods

will not be considered to be timely and, pursuant to Rule 14a-4(c)(1) under the Exchange Act and if a stockholder properly brings the proposal before the meeting, the proxies that management solicits for that meeting will have “discretionary” authority to vote on the stockholder’s proposal. Even if a stockholder makes timely notification, the proxies may still exercise “discretionary” authority in accordance with the SEC’s proxy rules.

See “Stockholder Nominees For Directors” section of this Proxy Statement for additional information regarding nominees for election to the Board proposed by stockholders.

Our Board encourages stockholders to attend the Annual Meeting online. Whether or not you plan to attend, you are urged to submit a proxy promptly in one of the following ways:

•

by completing and submitting your proxy via the Internet by visiting the website address listed on the proxy card;

•

by completing and submitting your proxy using the toll-free telephone number listed on the proxy card; or

•

by completing, signing, and dating the proxy card and returning it in the postage-prepaid envelope provided for that purpose.

A prompt response will greatly facilitate arrangements for the meeting and your cooperation will be appreciated.

Proxy Statement 109

Appendix A:

UNAUDITED RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES

​	Twelve Months Ended
(in millions)	Sep. 29, 2023			Sep. 30, 2022
GAAP operating income	​	$	1,125	​	$	1,527
Share-based compensation expense(a)	​	​	185	​	​	195
Acquisition-related expenses	​	​	11	​	​	22
Amortization of acquisition-related intangibles	​	​	202	​	​	269
Settlements, gains, losses, and impairments	​	​	65	​	​	22
Restructuring and other charges	​	​	14	​	​	10
Non-GAAP operating income	​	$	1,602	​	$	2,045
GAAP operating margin %	​	​	23.6%	​	​	27.8%
Non-GAAP operating margin %	​	​	33.6%	​	​	37.3%

​	Twelve Months Ended
(in millions)	Sep. 29, 2023			Sep. 28, 2018			Sep. 27, 2013
GAAP net income per share, diluted	​	$	6.13	​	$	5.01	​	$	1.45
Share-based compensation expense(a)	​	​	1.15	​	​	0.59	​	​	0.37
Acquisition-related expenses (benefit)	​	​	0.07	​	​	(.01)	​	​	0.01
Amortization of acquisition-related intangibles	​	​	1.26	​	​	0.11	​	​	0.15
Settlements, gains, losses, and impairments	​	​	0.42	​	​	0.01	​	​	0.01
Restructuring and other charges	​	​	0.08	​	​	0.02	​	​	0.03
Deferred executive compensation benefit	​	​	—	​	​	(0.01)	​	​	—
Tax adjustments	​	​	(0.59)	​	​	1.50	​	​	0.18
Non-GAAP net income per share, diluted	​	$	8.52	​	$	7.22	​	$	2.20

(a)

The following table summarizes the expense recognized in accordance with ASC 718 — Compensation, Stock Compensation (in millions):

​	Twelve Months Ended
(in millions)	Sep. 29, 2023			Sep. 30, 2022			Sep. 28, 2018			Sep. 27, 2013
Cost of goods sold	​	$	21	​	$	27	​	$	14	​	$	10
Research and development	​	​	95	​	​	94	​	​	43	​	​	28
Selling, general, and administrative	​	​	69	​	​	74	​	​	51	​	​	34
Total share-based compensation	​	$	185	​	$	195	​	$	108	​	$	72

​	Twelve Months Ended
(in millions)	Sep. 29, 2023			Sep. 30, 2022			Sep. 28, 2018			Sep. 27, 2013
GAAP net cash provided by operating activities	​	$	1,856	​	$	1,425	​	$	1,261	​	$	500
Capital expenditures	​	​	(210)	​	​	(489)	​	​	(422)	​	​	(124)
Non-GAAP free cash flow	​	$	1,646	​	$	936	​	$	839	​	$	376

110 Appendix A

Discussion Regarding the Use of Non-GAAP Financial Measures

Our annual report and this proxy statement contains some or all of the following financial measures that have not been calculated in accordance with United States Generally Accepted Accounting Principles (“GAAP”): (i) non-GAAP operating income and operating margin, (ii) non-GAAP diluted earnings per share, and (iii) non-GAAP free cash flow. As set forth in the “Unaudited Reconciliations of Non-GAAP Financial Measures” tables found above, we derive such non-GAAP financial measures by excluding certain expenses and other items from the respective GAAP financial measure that is most directly comparable to each non-GAAP financial measure. Management uses these non-GAAP financial measures to evaluate our operating performance and compare it against past periods, make operating decisions, forecast for future periods, compare our operating performance against peer companies, and determine payments under certain compensation programs. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain non-recurring expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods and competitors more difficult, obscure trends in ongoing operations, or reduce management’s ability to make forecasts.

We provide investors with non-GAAP operating income and operating margin, non-GAAP diluted earnings per share, and non-GAAP free cash flow because we believe it is important for investors to be able to closely monitor and understand changes in our ability to generate income from ongoing business operations. We believe these non-GAAP financial measures give investors an additional method to evaluate historical operating performance and identify trends, an additional means of evaluating period-over-period operating performance and a method to facilitate certain comparisons of our operating results to those of our peer companies.

We believe that providing non-GAAP operating income and operating margin allows investors to assess the extent to which our ongoing operations impact our overall financial performance. We also believe that providing non-GAAP diluted earnings per share allows investors to assess the overall financial performance of our ongoing operations by eliminating the impact of share-based compensation expense, acquisition-related expenses, amortization of acquisition-related intangibles, settlements, gains, losses, and impairments, restructuring-related charges, deferred executive compensation benefit, and certain tax items which may not occur in each period presented and which may represent non-cash items unrelated to our ongoing operations. We further believe that providing non-GAAP free cash flow provides insight into our liquidity, our cash-generating capability, and the amount of cash potentially available to return to stockholders. We believe that disclosing these non-GAAP financial measures contributes to enhanced financial reporting transparency and provides investors with added clarity about complex financial performance measures.

We calculate non-GAAP operating income by excluding from GAAP operating income, share-based compensation expense, acquisition-related expenses, amortization of acquisition-related intangibles, settlements, gains, losses, and impairments, and restructuring-related charges. We calculate non-GAAP diluted earnings per share by excluding from GAAP diluted earnings per share, share-based compensation expense, acquisition-related expenses (benefit), amortization of acquisition-related intangibles, settlements, gains, losses, and impairments, restructuring and other charges, deferred executive compensation benefit, and certain tax items. We calculate non-GAAP free cash flow by deducting capital expenditures from GAAP net cash provided by operating activities.

We exclude certain items identified above from the respective non-GAAP financial measure

Appendix A 111

referenced above for the reasons set forth with respect to each such excluded item below:

Share-Based Compensation Expense — because (1) the total amount of expense is partially outside of our control because it is based on factors such as stock price volatility and interest rates, which may be unrelated to our performance during the period in which the expense is incurred, (2) it is an expense based upon a valuation methodology premised on assumptions that vary over time, and (3) the amount of the expense can vary significantly between companies due to factors that can be outside of the control of such companies.

Acquisition-Related Expenses (Benefit) and Amortization of Acquisition-Related Intangibles —  including such items as, when applicable, fair value adjustments to contingent consideration, fair value charges incurred upon the sale of acquired inventory, acquisition-related expenses, and amortization of acquired intangible assets because they are not considered by management in making operating decisions and we believe that such expenses do not have a direct correlation to our future business operations and thereby including such charges does not necessarily reflect the performance of our ongoing operations for the period in which such charges or reversals are incurred.

Settlements, Gains, Losses, and Impairments — because such settlements, gains, losses, and impairments (1) are not considered by management in making operating decisions, (2) are infrequent in nature, (3) are generally not directly controlled by management, (4) do not necessarily reflect the performance of our ongoing operations for the period in which such charges are recognized, and/or (5) can vary significantly in amount between companies and make comparisons less reliable.

Restructuring and Other Charges — because these charges have no direct correlation to our future business operations and including such charges or reversals does not necessarily reflect the

performance of our ongoing operations for the period in which such charges or reversals are incurred.

Deferred Executive Compensation — including charges related to any contingent obligation pursuant to an executive severance agreement, because that expense has no direct correlation with our recurring business operations and including such expenses or reversals does not accurately reflect the compensation expense for the period in which incurred.

Certain Income Tax Items — including certain deferred tax charges and benefits that do not result in a current tax payment or tax refund and other adjustments, including but not limited to, items unrelated to the current fiscal year or that are not indicative of our ongoing business operations.

The non-GAAP financial measures presented in the table above should not be considered in isolation and are not an alternative for the respective GAAP financial measure that is most directly comparable to each such non-GAAP financial measure. Investors are cautioned against placing undue reliance on these non-GAAP financial measures and are urged to review and consider carefully the adjustments made by management to the most directly comparable GAAP financial measures to arrive at these non-GAAP financial measures. Non-GAAP financial measures may have limited value as analytical tools because they may exclude certain expenses that some investors consider important in evaluating our operating performance or ongoing business performance. Further, non-GAAP financial measures are likely to have limited value for purposes of drawing comparisons between companies as a result of different companies potentially calculating similarly titled non-GAAP financial measures in different ways because non-GAAP measures are not based on any comprehensive set of accounting rules or principles.

112 Appendix A

Appendix B:

PROVISIONS OF CHARTER SUBJECT TO POTENTIAL AMENDMENT

The following provisions of our Charter are those implicated by Proposals 4 – 7. In this Appendix B, deletions and additions that would be effected by the proposed amendments are indicated by strikethroughs and underlining,(5) respectively:

SEVENTH:

1. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption).

2. Except as otherwise provided by law and except as hereinafter otherwise provided for filling vacancies, the directors of the Corporation shall be elected at each annual meeting of stockholders. Each director so elected shall hold office until the annual meeting of stockholders following the annual meeting at which such director was elected and until a successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. The terms of office of each director serving the Corporation as of immediately prior to the effectiveness of the filing of this Certificate of Amendment under the General Corporation Law of the State of Delaware (the “Effective Time”) whose term of office did not expire at the 2011 annual meeting of stockholders of the Corporation shall nonetheless expire at the Effective Time, such that the directors elected at the 2011 annual meeting of stockholders of the Corporation effective upon the Effective Time to succeed such directors shall commence their term of office at the Effective Time, for a term expiring at the next annual meeting of stockholders, with each such director to hold office until his or her successor shall have been duly elected and qualified.

3. Vacancies resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, or by a sole remaining director and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders to occur following their election. No decrease in the number of authorized directors shall shorten the term of any incumbent director.

4. Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock, as provided herein or in any Preferred Stock Designation, to elect additional directors under specific circumstances, any director may be removed from office at any time, with or without cause by the affirmative vote of the holders of at least a majority of the shares of all classes of stock of the Corporation entitled to vote for the election of directors, considered for the purposes of this Article Seventh as one class of stock.

5. No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General

(5)

Footnote to come

Appendix B 113

Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. No repeal or modification of this paragraph, directly or by adoption of an inconsistent provision of this Certificate of Incorporation, by the stockholders of the Corporation shall be effective with respect to any cause of action, suit, claim or other matter that, but for this paragraph, would accrue or arise prior to such repeal or modification.

TENTH:

1.

Amendment of Certificate of Incorporation.   The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner hereafter set forth, and all rights conferred upon stockholders herein are granted subject to this reservation.

A.

Except as provided in paragraphs 1(B) and (2) of this Article Tenth and in Article Eleventh, any provision of this Certificate of Incorporation may be amended, altered, changed or repealed in the manner now or hereafter prescribed by the statutes of the State of Delaware.

B.

Notwithstanding any of the provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of holders of any particular class or series of stock of the Corporation required by law or this Certificate of Incorporation, the affirmative vote of the holders of at least the following percentages of the shares of all classes of stock of the Corporation entitled to vote for the election of directors, considered for this purpose as one class of stock, shall be required to amend, alter, change or repeal, or to adopt any provisions inconsistent with, the indicated provisions of this Certificate of Incorporation:

(i)

6 in the case of Article Seventh and 7 in the case of Article Thirteenth; and

(ii)

8 in the case of Article Twelfth.

The foregoing paragraphs 1(B)(i) and (ii) of this Article Tenth may not be amended so as to alter the stockholder vote required by either such paragraph or to adopt any provisions inconsistent with these provisions, except by an amendment that is itself approved by the affirmative vote of the holders of at least the percentage of all shares of all classes of stock of the Corporation as is required to amend the provision or provisions of this Certificate of Incorporation to which such amendment relates.

2.

By-Laws.   The Board of Directors is expressly authorized to adopt, alter, amend and repeal the By-laws of the Corporation, in any manner not inconsistent with the laws of the State of Delaware or of the Certificate of Incorporation of the Corporation, subject to the power of the holders of capital stock of the Corporation to adopt, alter or repeal the By-laws made by the Board of Directors; provided, that any such adoption, amendment or repeal by stockholders shall require the affirmative vote of the holders of at least a majority of the shares of all classes of stock of the Corporation entitled to vote for the election of directors, considered for this purpose as one class of stock. This paragraph 2 of Article Tenth may not be amended so as to alter the stockholder vote specified hereby, nor may any provisions inconsistent with these provisions be adopted, except by an amendment that is itself approved by the affirmative vote of the holders of at least a majority of the shares of all classes of stock of the Corporation entitled to vote for the election of directors, considered for this purpose as one class of stock.

(6)

If Proposal 6 is approved, insert “a majority”; otherwise retain current threshold of 80%.

(7)

If Proposal 7 is approved, insert “a majority”; otherwise retain current threshold of 80%.

(8)

If Proposal 5 is approved, insert “a majority”; otherwise retain current threshold of 90%.

114 Appendix B

ELEVENTH:

1. Except as set forth in paragraph 2 of this Article Eleventh, the affirmative vote or consent of the holders of at least a majority of the shares of all classes of stock of the Corporation entitled to vote for the election of directors, considered for the purposes of this Article as one class, shall be required (a) for the adoption of any agreement for the merger or consolidation of the Corporation with or into any Other Corporation (as hereinafter defined), or (b) to authorize any sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all of the assets of the Corporation or any Subsidiary (as hereinafter defined) to any Other Corporation, or (c) to authorize the issuance or transfer by the Corporation of any Substantial Amount (as hereinafter defined) of securities of the Corporation in exchange for the securities or assets of any Other Corporation. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of the stock of the Corporation otherwise required by law, the Certificate of Incorporation of the Corporation or any agreement or contract to which the Corporation is a party.

2. The provisions of paragraph 1 of this Article Eleventh shall not be applicable to any transaction described therein if such transaction is approved by resolution of the Board of Directors of the Corporation; provided that a majority of the members of the Board of Directors voting for the approval of such transaction were duly elected and acting members of the Board of Directors prior to the time any such Other Corporation may have become a Beneficial Owner (as hereinafter defined) of 5% or more of the shares of stock of the Corporation entitled to vote for the election of directors.

3. For the purposes of paragraph 2 of this Article, the Board of Directors shall have the power and duty to determine for the purposes of this Article Eleventh, on the basis of information known to such Board, if and when any Other Corporation is the Beneficial Owner of 5% or more of the outstanding shares of stock of the Corporation entitled to vote for the election of directors. Any such determination shall be conclusive and binding for all purposes of this Article Eleventh.

4. As used in this Article Eleventh, the following terms shall have the meanings indicated:

“Other Corporation” means any person, firm, corporation or other entity, other than a subsidiary of the Corporation.

“Subsidiary” means any corporation in which the Corporation owns, directly or indirectly, more than 50% of the voting securities.

“Substantial Amount” means any securities of the Corporation having a then fair market value of more than $500,000.

An Other Corporation (as defined above) shall be deemed to be the “Beneficial Owner” of stock if such Other Corporation or any “affiliate” or “associate” of such Other Corporation (as those terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (15 U.S.C. 78 aaa et seq.), as amended from time to time), directly or indirectly, controls the voting of such stock or has any options, warrants, conversion or other rights to acquire such stock.

5. This Article Eleventh may not be amended, revised or revoked, in whole or in part, except by the affirmative vote or consent of the holders of at least a majority of the shares of all classes of stock of the Corporation entitled to vote for the election of directors, considered for the purposes of this Article Eleventh as one class of stock.

TWELFTH:

1. The following definitions shall apply for the purpose of this Article Twelfth only:

Appendix B 115

A.

“Announcement Date” shall mean the date of first public announcement of the proposal of a Business Combination. B. “Business Combination” shall mean:

(i)

any merger or consolidation of the Corporation or any Subsidiary with (a) any Related Person, or (b) any other corporation (whether or not itself a Related Person) which is, or after such merger or consolidation would be, an Affiliate of a Related Person; or

(ii)

any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Related Person or any Affiliate of any Related Person of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value of  $500,000 or more; or

(iii)

the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Related Person or any Affiliate of any Related Person in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of  $500,000 or more; or

(iv)

the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of any Related Person or any Affiliate of any Related Person; or

(v)

any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving the Related Person) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Related Person or any Affiliate of any Related Person.

C.

“Consideration Received” shall mean the amount of cash and the Fair Market Value, as of the Consummation Date, of consideration other than cash received by the stockholder. In the event of any Business Combination in which the Corporation survives, the consideration other than cash shall include shares of any class of outstanding Voting Stock retained by the holders of such shares.

D.

“Consummation Date” shall mean the date upon which the Business Combination is consummated.

E.

“Continuing Director” shall mean any member of the Board of Directors of the Corporation who is unaffiliated with the Related Person and who was a member of the Board of Directors prior to the time that the Related Person became a Related Person, and any successor of a Continuing Director who is unaffiliated with the Related Person and is recommended to succeed a Continuing Director by a majority of the Continuing Directors then on the Board of Directors.

F.

“Determination Date” shall mean the date upon which a Related Person became a Related Person.

G.

“Exchange Act” shall mean the Securities Exchange Act of 1934 as in effect on May 1, 1983.

H.

“Fair Market Value” shall mean: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with

116 Appendix B

respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use or, if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board of Directors in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith.

I.

“Related Person” shall mean any individual, firm, corporation or other entity (other than the Corporation or any Subsidiary) which, together with its Affiliates and Associates (as such terms are defined in Rule 12b-2 under the Exchange Act) and with any other individual, firm, corporation or other entity (other than the Corporation or any Subsidiary) with which it or they have any agreement, arrangement or understanding with respect to acquiring, holding or disposing of Voting Stock, beneficially owns (as defined in Rule 13d-3 of the Exchange Act, except that such term shall include any Voting Stock which such person has the right to acquire, whether or not such right may be exercised within 60 days), directly or indirectly, more than twenty percent of the voting power of the outstanding Voting Stock.

J.

“Subsidiary” shall mean any corporation in which a majority of the capital stock entitled to vote generally in the election of directors is owned, directly or indirectly, by the Corporation.

K.

“Voting Stock” shall mean all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors.

2. In addition to the affirmative vote otherwise required by law or any provision of this Certificate of Incorporation (including without limitation Article Eleventh), except as otherwise provided in paragraph 3, any Business Combination shall require the affirmative vote of the holders of at least a majority of all Voting Stock, voting together as a single class.

Such affirmative vote shall be required notwithstanding any other provision of this Certificate of Incorporation or any provision of law or of any agreement with any national securities exchange which might otherwise permit a lesser vote or no vote, and such affirmative vote shall be required in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law or by this Certificate of Incorporation.

3. The provisions of paragraph 2 of this Article Twelfth shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law, any other provision of this Certificate of Incorporation (including Article Eleventh), or any agreement with any national securities exchange, if, in the case of a Business Combination that does not involve any Consideration Received by the stockholders of the Corporation, solely in their respective capacities as stockholders of the Corporation, the condition specified in the following paragraph A is met, or, in the case of any other Business Combination, the conditions specified in either of the following paragraphs A and B are met:

A.

The Business Combination shall have been approved by a majority of the Continuing Directors, it being understood that this condition shall not be capable of satisfaction unless there is at least one Continuing Director.

B.

All of the following conditions shall have been met:

(i)

The form of the Consideration Received by holders of shares of a particular class of outstanding Voting Stock shall be in cash or in the same form as the Related Person has paid

Appendix B 117

for shares of such class of Voting Stock within the two-year period ending on and including the Determination Date. If, within such two-year period, the Related Person has paid for shares of any class of Voting Stock with varying forms of consideration, the form of Consideration Received per share by holders of shares of such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock acquired by the Related Person within such two-year period.

(ii)

The aggregate amount of Consideration Received per share by holders of each class of Voting Stock in such Business Combination shall be at least equal to the higher of the following (it being intended that the requirements of this paragraph B(ii) shall be required to be met with respect to every such class of Voting Stock outstanding, whether or not the Related Person has previously acquired any shares of that particular class of Voting Stock):

(a)

(if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Related Person for any shares of that class of Voting Stock acquired by it within the two-year period immediately prior to the Announcement Date or in the transaction in which it became a Related Person, whichever is higher; or

(b)

the Fair Market Value per share of such class of Voting Stock on the Announcement Date; or

(c)

in the case of any class of preferred stock, the highest preferential amount per share to which the holders of shares of such class of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

(iii)

After such Related Person has become a Related Person and prior to the consummation of such Business Combination: (a) except as approved by a majority of the Continuing Directors, there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any outstanding preferred stock; (b) there shall have been (I) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by a majority of the Continuing Directors, and (II) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Continuing Directors; and (c) such Related Person shall have not become the beneficial owner of any newly issued share of Voting Stock directly or indirectly from the Corporation except as part of the transaction which results in such Related Person becoming a Related Person.

(iv)

After such Related Person has become a Related Person, such Related Person shall not have received the benefit, directly or indirectly (except proportionately, solely in such Related Person’s capacity as a stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(v)

A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Exchange Act and the rules and regulations thereunder (or any subsequent provisions replacing such act, rules or regulations) shall be

118 Appendix B

mailed to all stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to the Exchange Act or subsequent provisions). Such proxy or information statement shall contain on the front thereof, prominently displayed, any recommendation as to the advisability or inadvisability of the Business Combination which the Continuing Directors, or any of them, may have furnished in writing to the Board of Directors.

4. A majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any determination is to be made by the Board of Directors) shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article Twelfth including, without limitation, (1) whether a person is a Related Person, (2) the number of shares of Voting Stock beneficially owned by any person, (3) whether the applicable conditions set forth in paragraph (2) of Section C have been met with respect to any Business Combination, and (4) whether the assets which are the subject of any Business Combination or the Consideration Received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination have an aggregate Fair Market Value of $500,000 or more.

5. Nothing contained in this Article Twelfth shall be construed to relieve any Related Person from any fiduciary obligation imposed by law.

THIRTEENTH:   Any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

Appendix B 119

Annex C:

PROPOSED SECOND AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

SKYWORKS SOLUTIONS, INC.

SECOND AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

1.

Purpose

The purpose of this Second Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”) of Skyworks Solutions, Inc., is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to align their interests with those of the Company’s stockholders. The Plan amends and restates the 2015 Long-Term Incentive Plan, as amended, that was originally adopted by the Board on November 11, 2014, approved by the Company’s stockholders on May 19, 2015, and amended by the Board on May 8, 2019. The Plan, as amended and restated, was approved by the Board on November 11, 2020, and by the Company’s stockholders on May 12, 2021. The Amended and Restated 2015 Long-Term Incentive Plan, as further amended and restated, was approved by the Board on February 7, 2024 and by the Company’s stockholders on May 14, 2024.

2.

Certain Definitions

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

(a)

“Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Section 3. With reference to the duties of the Committee under the Plan that have been delegated to one or more persons pursuant to Section 3(d) or Section 3(e), or as to which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

(b)

“Award” shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Performance Award, a Dividend Equivalent award, an Other Stock Unit Award, or a Stock Appreciation Right, which may be awarded or granted under the Plan (collectively, “Awards”).

(c)

“Award Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award that are consistent with the Plan.

(d)

“Award Limit” shall mean, with respect to Awards that shall be payable in shares of Common Stock or in cash, as the case may be, the respective per-Participant limit set forth in Section 4(e).

(e)

“Board” shall mean the Board of Directors of the Company.

(f)

“Cause” shall have the meaning given in an employment agreement, severance agreement,

120 Annex C

change in control agreement, consulting agreement or other similar agreement, if any, between the Company and the Participant, or if there is no such agreement (or if such agreement does not define “Cause”), then except as otherwise provided by the Administrator in an Award Agreement with respect to an Award, “Cause” shall mean the determination by the Administrator or by the Company’s appropriate management personnel that any of the following acts or events exists or has occurred with respect to a Participant:

(i)

the Participant’s deliberate dishonesty that is significantly detrimental to the best interests of the Company;

(ii)

conduct by the Participant constituting an act of moral turpitude;

(iii)

the Participant’s willful disloyalty to the Company or refusal or failure to obey the directions of the Board, the Company’s Chief Executive Officer or President, or the Participant’s direct supervisor; or

(iv)

the Participant’s incompetent performance or substantial or continuing inattention to or neglect of duties assigned to the Participant.

(g)

“Change in Control” shall mean an event or occurrence set forth in any one or more of subsections (i) through (iv) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

(i)

the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 40% or more of either (x) the then-outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A) and (B) of subsection (iii) of this Section 2(g); or

(ii)

such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (A) who was a member of the Board on the Effective Date or (B) who was nominated or elected subsequent to the Effective Date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (B) any individual whose initial assumption of office

Annex C 121

occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

(iii)

the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of Common Stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation that as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; and (B) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 40% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or

(iv)

approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

For the avoidance of doubt, all references to the “Company” in this Section 2(g) shall mean Skyworks Solutions, Inc. Notwithstanding anything herein to the contrary, to the extent that any payment or benefit under the Plan constitutes nonqualified deferred compensation within the meaning of Section 409A, then, with respect to such payment or benefit, any event constituting a Change in Control above must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i).

(h)

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(i)

“Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board, appointed as provided in Section 3(a).

(j)

“Common Stock” shall mean the common stock of Skyworks Solutions, Inc., par value $0.25 per share.

(k)

“Company” shall mean Skyworks Solutions, Inc., a Delaware corporation. Except where the context otherwise requires, the term “Company” shall include any present or future Subsidiary or parent corporation (as “parent corporation” is defined in Section 424(e) of the Code and any regulations promulgated thereunder) of the Company and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board.

122 Annex C

(l)

“Consultant” shall mean any consultant or adviser that qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.

(m)

“Designated Beneficiary” shall mean the beneficiary designated, in a manner determined by the Company, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death. In the absence of an effective designation by a Participant, “Designated Beneficiary” shall mean the Participant’s estate.

(n)

“Disability” shall mean that the Participant is “permanently and totally disabled” within the meaning of Section 22(e)(3) of the Code. Notwithstanding anything herein to the contrary, to the extent that a payment or benefit under the Plan constitutes nonqualified deferred compensation within the meaning of Section 409A, then, with respect to such payment or benefit, the Participant must also be “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.

(o)

“Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Common Stock) of dividends paid on Common Stock, granted under Section 8(b).

(p)

“Effective Date” shall mean May 19, 2015.

(q)

“Eligible Individual” shall mean any person who is an Employee or a Consultant, as determined by the Administrator.

(r)

“Employee” shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company.

(s)

“Equity Acceleration Date” shall mean, with respect to an Award held by a Participant:

(i)

the effective date of a Change in Control, in the event that the Participant experiences a Qualifying Termination that is within the period of time commencing three (3) months prior to the Change in Control and ending on the effective date of the Change in Control; or

(ii)

the effective date of the Participant’s Termination of Service, in the event that the Participant experiences a Qualifying Termination that is within the period of time commencing on the effective date of a Change in Control and ending twelve (12) months following the Change in Control.

(t)

“Expiration Date” shall mean November 10, 2030.

(u)

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(v)

“Fair Market Value” shall mean, as of any given date, the value of a share of Common Stock determined as follows:

(i)

If the Common Stock is listed on any established stock exchange, national market system or automated quotation system (such as Nasdaq), its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such date or, if there is no closing sales price for a share of Common Stock on the date in question, the closing sales price for a share of Common Stock on the last preceding date for which such quotation exists, as reported by Nasdaq or such other source as the Administrator deems reliable, such as The Wall Street Journal;

Annex C 123

(ii)

If the Common Stock is regularly quoted by a recognized securities dealer but closing sales prices are not reported, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a share of Common Stock on such date, the high bid and low asked prices for a share of Common Stock on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii)

If the Common Stock is neither listed on an established stock exchange or a national market system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith.

(w)

“Full Value Award” shall mean any Award other than an Option, Stock Appreciation Right or other Award for which the Participant pays the Fair Market Value of the Common Stock as of the date of grant (whether directly or by forgoing a right to receive a payment from the Company or any Subsidiary).

(x)

“Good Reason” shall have the meaning given in an employment agreement, severance agreement, change in control agreement or other similar agreement, if any, between the Company and the Participant, or if there is no such agreement (or if such agreement does not define “Good Reason”), then except as otherwise provided by the Administrator in an Award Agreement with respect to an Award, “Good Reason” shall mean either of the following actions, if taken without the express written consent of the Participant:

(i)

A reduction of 5% or more in the Participant’s base salary in effect immediately prior to the Change in Control; or

(ii)

A change in the Participant’s principal place of employment in effect immediately prior to the Change in Control to a location that is more than fifty (50) miles from such principal place of employment.

A Participant’s Termination of Service shall not be deemed to be for Good Reason unless, within sixty (60) days of the occurrence of the event constituting Good Reason, the Participant has provided the Company (or the acquiring entity) with (A) at least thirty (30) days’ advance written notice of the Participant’s decision to terminate his or her employment for Good Reason, and (B) a period of not less than thirty (30) days to cure the event or condition described in subsection (i) or (ii), and the Company (or the acquiring entity) has failed to so cure the event or has waived its right to cure the event, to the extent it is then subject to cure.

(y)

“Measurement Date” shall mean, with respect to a Performance Award, the last day of the applicable Performance Period over which Performance Goals are measured pursuant to the terms of the Performance Award.

(z)

“Nasdaq” shall mean the Nasdaq Global Select Market.

(aa)

“Option” shall mean a right to purchase shares of Common Stock at a specified exercise price, granted under Section 5. Any Option granted pursuant to the Plan is intended not to be an incentive stock option as described in Section 422 of the Code and shall be designated a “Nonqualified Stock Option.”

(bb)

“Other Stock Unit Award” shall mean an Award of shares of Common Stock, or other Award that is valued in whole or in part by reference to, or is otherwise based on, shares of Common Stock or other property, granted under Section 8.

124 Annex C

(cc)

“Participant” shall mean a person who has been granted an Award under the Plan.

(dd)

“Performance Award” shall mean a Restricted Stock Award, an Other Stock Unit Award, a cash bonus award, a stock bonus award, or any other Award under the Plan that is made subject to the achievement of Performance Goals pursuant to Section 8 and is paid in cash, Common Stock or a combination of both.

(ee)

“Performance Criteria” shall mean the criteria (and adjustments) that the Administrator selects for an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows:

(i)

The Performance Criteria that shall be used to establish Performance Goals shall include one or more of the following: Revenues, net income (loss), operating income (loss), gross profit, earnings before or after discontinued operations, interest, taxes, depreciation and/or amortization, operating profit before or after discontinued operations and/or depreciation and/or amortization, earnings (loss) per share, net cash flow, cash flow from operations, free cash flow, revenue growth, earnings growth, gross margins, operating margins, net margins, inventory management (including, but not limited to, reductions in inventory, inventory turns, and inventory levels), working capital (including a specific component thereof), return on sales, return on assets, return on stockholders’ equity, return on investment or working capital, cash or cash equivalents position, achievement of balance sheet or income statement objectives or total stockholder return, stock price, improvement in financial ratings, completion of strategic acquisitions/dispositions, manufacturing efficiency, product quality, customer satisfaction, market share and/or product design wins, a specific cost or expense item, and implementation or completion of a specified key business project, or any other criteria established by the Administrator, any of which may be measured with respect to an individual Participant, the Company, or any one or more of the Company’s Subsidiaries, divisions or business units, and in absolute or relative terms (including, but not limited to, (A) as compared to any incremental increase or decrease, (B) as compared to results of a peer group or other individuals or companies comparably, similarly or otherwise situated, or (C) as compared to a business plan, budget or forecast).

(ii)

The Administrator may, in its sole discretion, provide that one or more adjustments be made to one or more of the Performance Goals, including the exclusion of one or more of the following: (A) extraordinary and/or nonrecurring items, (B) the cumulative effects of changes in accounting principles or applicable laws, (C) gains or losses on the dispositions of discontinued operations, (D) the write-down of any asset, (E) charges for restructuring and rationalization programs, (F) amortization of purchased intangibles associated with acquisitions, (G) compensation expenses related to acquisitions, (H) other acquisition-related charges (including, but not limited to, items attributable to the business operations of any entity acquired by the Company during the Performance Period), (I) impairment charges, (J) gain or loss on minority equity investments, (K) noncash income tax expenses, (L) equity-based compensation expenses, (M) items relating to financing activities; (N) other nonoperating items; (O) items related to the disposal of a business or segment of a business; (P) items attributable to any stock dividend, stock split, combination or exchange of shares occurring during the Performance Period; or (Q) any other adjustment as determined by the Administrator.

(ff)

“Performance Goals” shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance Period based upon one or more Performance Criteria or other measures.

Annex C 125

(gg)

“Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Award.

(hh)

“Plan” shall mean this Skyworks Solutions, Inc. Second Amended and Restated 2015 Long-Term Incentive Plan, as it may be amended or restated from time to time.

(ii)

“Prior Plan” shall mean the Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan.

(jj)

“Qualifying Termination” shall mean a Participant’s Termination of Service by the Company without Cause or by the Participant for Good Reason, in either case within the period of time commencing three (3) months prior to and ending twelve (12) months following the Change in Control. For the avoidance of doubt, the term “Qualifying Termination” shall apply only to an Employee’s Termination of Service. In the case of a Consultant, no Termination of Service shall be a “Qualifying Termination” unless the Administrator, in its sole discretion, provides otherwise.

(kk)

“Reorganization Event” shall mean:

(i)

any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled;

(ii)

any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction; or

(iii)

any liquidation or dissolution of the Company.

(ll)

“Restricted Stock” shall mean Common Stock granted under Section 7 that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase.

(mm)

“Restricted Stock Award” shall mean an Award for Restricted Stock or Restricted Stock Units.

(nn)

“Restricted Stock Units” shall mean the right to receive Common Stock granted under Section 7.

(oo)

“Section 409A” shall mean Section 409A of the Code or any successor provision thereto, and the regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.

(pp)

“Stock Appreciation Right” or “SAR” shall mean a stock appreciation right granted under Section 6.

(qq)

“Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

(rr)

“Substitute Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity

126 Annex C

in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.

(ss)

“Termination of Service” shall mean,

(i)

As to a Consultant, the time when the engagement of a Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without Cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where there is a simultaneous commencement of employment with the Company or any Subsidiary or service as a nonemployee director of the Company.

(ii)

As to an Employee, the time when the employee-employer relationship between a Participant and the Company or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, Disability or retirement; but excluding: (A) terminations where there is a simultaneous reemployment or continuing employment of a Participant by the Company or any Subsidiary, (B) terminations that are followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with the former employee, and (C) at the sole discretion of the Administrator, terminations that result in a temporary severance of the employee-employer relationship.

The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to a Termination of Service, including, without limitation, the question of whether a Termination of Service resulted from a discharge for Cause, and all questions of whether a particular leave of absence constitutes a Termination of Service. For purposes of the Plan, a Participant’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Participant ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spinoff).

3.

Administration and Delegation

(a)

Administrator.   The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and shall consist solely of two or more nonemployee directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as a “non-employee director” as defined by Rule 16b-3 under the Exchange Act or any successor rule and an “independent director” under the rules of Nasdaq (or other securities exchange or automated quotation system on which shares of Common Stock are listed, quoted or traded); provided, that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 3(a) or otherwise provided in any charter of the Committee. Notwithstanding the foregoing, the Committee may delegate its authority hereunder to the extent permitted by Sections 3(d) and 3(e). In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan.

(b)

Duties and Powers of Administrator.   The Administrator shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Administrator may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the

Annex C 127

extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Administrator shall be made in the Administrator’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Administrator shall be liable for any action or determination relating to or under the Plan made in good faith.

(c)

Award Eligibility.   The Administrator may, from time to time, select from among all Eligible Individuals those to whom an Award shall be granted under the Plan and shall determine the nature and amount of the Award, consistent with the requirements of the Plan.

(d)

Delegation to Committees or Subcommittees.   To the extent permitted by applicable law, the Board or Committee may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board.

(e)

Delegation to Officers.   Subject to any requirements of applicable law (including as applicable Sections 152 and 157(c) of the General Corporation Law of the State of Delaware), the Administrator may delegate to one or more officers of the Company the power to grant Awards (subject to any limitations under the Plan) to employees or officers of the Company and to exercise such other powers under the Plan as the Administrator may determine, provided that the Administrator shall fix the terms of the Awards to be granted by such officers, the maximum number of shares subject to Awards that the officers may grant, and the time period in which such Awards may be granted; and provided further, that no officer shall be authorized to grant Awards to the following individuals: (i) any “executive officer” of the Company (as defined by Rule 3b-7 under the Exchange Act), (ii) any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act), or (iii) officers of the Company to whom authority to grant or amend Awards has been delegated hereunder. Any delegation under this Section 3(e) shall be subject to any other restrictions and limits that the Administrator specifies at the time of such delegation, and the Administrator may at any time rescind the authority so delegated or appoint a new delegatee.

4.

Stock Available for Awards

(a)

Number of Shares.   Subject to adjustment under Section 10, Awards may be made under the Plan for a number of shares of Common Stock that is equal to the sum of: (i) 20.75 million shares of Common Stock; and (ii) such additional number of shares of Common Stock (up to 22.3 million shares) as is equal to the sum of  (x) the number of shares of Common Stock reserved for issuance under the Prior Plan that remained available for grant under the Prior Plan as of the Effective Date, and (y) the number of shares of Common Stock subject to awards granted under the Prior Plan which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right after the Effective Date.

(b)

Counting of Shares.   Subject to adjustment under Section 10, an Option or Stock Appreciation Right shall be counted against the share limit specified in Section 4(a) as one share for each share of Common Stock subject to such Award, and a Full Value Award shall be counted against the share limit specified in Section 4(a) as one and one-half  (1.5) shares for each share of Common Stock issued upon settlement of such Full Value Award.

(c)

Lapses.   If any Award expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common

128 Annex C

Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. To the extent that a Full Value Award (which, for purposes of this Section 4(c) shall include any equivalent award granted under the Prior Plan) is forfeited or expires or such Full Value Award is settled for cash (in whole or in part), the shares of Common Stock available under the Plan shall be increased by one and one-half  (1.5) shares of Common Stock subject to such Full Value Award that is forfeited, expired, or settled in cash. Notwithstanding the foregoing, shares delivered (either by actual delivery, attestation or net exercise) to the Company by a Participant (i) to purchase shares of Common Stock upon the exercise of an Award or (ii) to satisfy tax withholding obligations with respect to any Awards (including shares retained from the Award creating the tax obligation) shall not be added back to the number of shares available for the future grant of Awards. In the case of the exercise of a SAR for shares, the number of shares counted against the shares available under the Plan shall be the full number of shares subject to the SAR multiplied by the percentage of the SAR actually exercised, regardless of the number of shares actually used to settle such SAR upon exercise. Shares of Common Stock issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market; provided, however, that shares of Common Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of shares available for future grant of Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Award shall not be counted against the number of shares of Common Stock available for issuance under the Plan. Awards settleable only in cash shall not be counted against the number of shares of Common Stock available for issuance under the Plan.

(d)

Substitute Awards.   To the extent permitted by applicable law, Substitute Awards shall not reduce the number of shares of Common Stock authorized for grant under the Plan or count against the Award Limit with respect to any Participant. Substitute Awards may be granted on such terms as the Administrator deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan.

(e)

Per-Participant Limit.   Without regard to the share-counting rules in Section 4(b) hereof, the maximum number of shares of Common Stock with respect to which Awards may be granted to any Participant under the Plan during any calendar year shall be 1,500,000 and the maximum aggregate amount of cash that may be paid during any calendar year with respect to one or more Awards payable in cash shall be $5,000,000. For purposes of the foregoing limits, the combination of an Option in tandem with an SAR shall be treated as a single Award. The fungible share counting rules in Section 4(b) shall not apply for purposes of this Section 4(e) and instead, each share subject to any type of Award shall be counted as one share for purposes of this Section 4(e).

5.

Stock Options

(a)

General.   The Administrator may grant Options and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable.

(b)

Exercise Price.   The Administrator shall establish the exercise price of each Option and specify

Annex C 129

such exercise price in the applicable option agreement; provided, however, that the exercise price shall not be less than 100% of the Fair Market Value at the time the Option is granted.

(c)

Option Vesting.   The period during which the right to exercise, in whole or in part, an Option vests in the Participant shall be set by the Administrator and the Administrator may determine that an Option may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any Subsidiary, any of the Performance Criteria, or any other criteria selected by the Administrator. At any time after grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests. No portion of an Option that is unexercisable at a Participant’s Termination of Service shall thereafter become exercisable, except as may be otherwise provided in the Plan or by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Option.

(d)

Termination of Service.   Except as otherwise provided (i) in Sections 5(e), 11(d), 11(e), (ii) in an employment agreement, severance agreement, change in control agreement or other similar agreement, if any, between the Company and the Participant, (iii) by the Administrator in an Award Agreement, or (iv) by action of the Administrator following the grant of an Option, all outstanding Options held by a Participant that are exercisable upon the Participant’s Termination of Service, shall remain exercisable for a period of time expiring on the earlier of  (a) the three (3) month anniversary of the Participant’s Termination of Service, and (b) the final expiration date of such Options as set forth in the applicable Award Agreement, subject to the other terms and conditions of such Award Agreement; provided that such Options shall be exercisable only to the extent that the Participant was entitled to exercise such Options on the date of the Termination of Service. Notwithstanding the foregoing, if the Participant violates the non-solicitation, non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between such Participant and the Company, the right to exercise Options under this Section 5(d) shall terminate immediately upon written notice to the Participant from the Company describing such violation.

(e)

Termination of Service for Cause.   Except as otherwise provided (i) in an employment agreement, severance agreement, change in control agreement or other similar agreement, if any, between the Company and the Participant, (ii) by the Administrator in an Award Agreement, or (iii) by action of the Administrator following the grant of an Option, all outstanding Options that were exercisable by the Participant immediately prior to the Participant’s Termination of Service for Cause, shall terminate immediately upon the effective date of such Termination of Service and shall not be exercisable. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participant’s resignation, that discharge for Cause was warranted.

(f)

Limitation on Repricing.   Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under Section 10): (i) amend any outstanding Option granted under the Plan to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding Option, (ii) cancel any outstanding option (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled option, (iii) cancel in exchange for a cash payment any outstanding Option with an exercise price per share above the then-current Fair Market Value, or (iv) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of Nasdaq (or other securities exchange or automated quotation system on which shares of Common Stock are listed, quoted or traded).

130 Annex C

(g)

No Reload Rights.   No Option granted under the Plan shall contain any provision entitling the optionee to the automatic grant of additional Options in connection with any exercise of the original Option.

(h)

Duration of Options.   Each Option shall be exercisable at such times and subject to such terms and conditions as the Administrator may specify in the applicable option agreement; provided, however, that no Option will be granted for a term in excess of seven (7) years. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Participant has the right to exercise the vested Options, which time period may not extend beyond the term of the Option.

(i)

Exercise of Option.   Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Administrator together with payment in full as specified in Section 12(g) for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company following exercise as soon as practicable.

(j)

Partial Exercise.   An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise be with respect to a minimum number of shares.

(k)

Substitute Awards.   In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Administrator may grant Options in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. An Option that is a Substitute Award may be granted on such terms as the Administrator deems appropriate in the circumstances, notwithstanding any limitations on Options contained in this Section 5 or in Section 3(c). Notwithstanding the foregoing provisions of this Section 5 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the shares of Common Stock subject to such Option may be less than the Fair Market Value per share on the date of grant, provided, that such price per share shall be determined in accordance with Section 409A (and, if applicable, with Section 424 of the Code and the regulations thereunder).

6.

Stock Appreciation Rights

(a)

General.   A Stock Appreciation Right, or SAR, is an Award entitling the holder, upon exercise, to receive Common Stock determined in whole or in part by reference to appreciation, from and after the date of grant, in the Fair Market Value of a share of Common Stock. SARs may be based solely on appreciation in the Fair Market Value of Common Stock or on a comparison of such appreciation with some other measure of market growth such as (but not limited to) appreciation in a recognized market index. The date as of which such appreciation or other measure is determined shall be the exercise date unless another date is specified by the Administrator in the SAR Award. SARs may not be granted with a term in excess of seven (7) years from the date of grant.

(b)

Grants.   Stock Appreciation Rights may be granted in tandem with, or independently of, Options granted under the Plan.

(i)

Tandem Awards.   When Stock Appreciation Rights are expressly granted in tandem with Options, (A) the Stock Appreciation Right will be exercisable only at such time or times, and

Annex C 131

to the extent, that the related Option is exercisable (except to the extent designated by the Administrator in connection with a Reorganization Event and will be exercisable in accordance with the procedure required for exercise of the related Option); (B) the Stock Appreciation Right will terminate and no longer be exercisable upon the termination or exercise of the related Option, except to the extent designated by the Administrator in connection with a Reorganization Event and except that a Stock Appreciation Right granted with respect to less than the full number of shares covered by an Option will not be reduced until the number of shares as to which the related Option has been exercised or has terminated exceeds the number of shares not covered by the Stock Appreciation Right; (C) the Option will terminate and no longer be exercisable upon the exercise of the related Stock Appreciation Right; and (D) the Stock Appreciation Right will be transferable only with the related Option.

(ii)

Independent SARs.   A Stock Appreciation Right not expressly granted in tandem with an Option will become exercisable at such time or times, and on such conditions, as the Administrator may specify in the SAR Award.

(c)

Exercise.   Stock Appreciation Rights may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Administrator, together with any other documents required by the Administrator.

(d)

Limitation on Repricing.   Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under Section 10): (i) amend any outstanding SAR granted under the Plan to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding SAR, (ii) cancel any outstanding stock appreciation right (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled stock appreciation right, (iii) cancel in exchange for a cash payment any outstanding SAR with an exercise price per share above the then-current Fair Market Value, or (iv) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of Nasdaq (or other securities exchange or automated quotation system on which shares of Common Stock are listed, quoted or traded).

7.

Restricted Stock; Restricted Stock Units

(a)

General.   The Administrator may grant Awards of Restricted Stock to Eligible Individuals entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Administrator in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Administrator for such Award. Instead of granting Awards of Restricted Stock, the Administrator may grant Awards of Restricted Stock Units to Eligible Individuals entitling recipients to receive shares of Common Stock to be delivered at the time such shares of Common Stock vest subject to such terms and conditions on the delivery of the shares of Common Stock as the Administrator shall determine. The Administrator shall determine the terms and conditions of a Restricted Stock Award, including the conditions for repurchase, forfeiture, or vesting, and the issue price, if any.

(b)

Stock Certificates; Dividends.   Subject to Section 12(l), any stock certificates issued in respect

132 Annex C

of an award of Restricted Stock shall be registered in the name of the Participant and, unless otherwise determined by the Administrator, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the Designated Beneficiary. Unless otherwise provided in the applicable Award Agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to unvested shares of Restricted Stock shall be subject to accrual as provided in Section 12(h).

8.

Performance Awards, Dividend Equivalents, and Other Stock Unit Awards

(a)

Performance Awards.   The Administrator may grant Performance Awards under the Plan to any Eligible Individual. The value of Performance Awards shall be subject to the achievement of Performance Goals over a specified Performance Period. The Performance Goals applicable to a Performance Award may (i) vary by Participant, (ii) be different for different Awards, or (iii) be particular to a Participant or the Subsidiary, division, business unit, department, branch, or other unit in which the Participant works. The Administrator, in its discretion, may adjust the cash or number of shares of Common Stock payable pursuant to any Performance Award, and the Administrator may, at any time, waive the achievement of the applicable Performance Goals, including in the case of the death or Disability of the Participant or a Change in Control of the Company.

(b)

Dividend Equivalents.   The Administrator may grant Dividend Equivalents under the Plan to any Eligible Individual based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date an Award is granted to a Participant and the date such Award vests, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Administrator. Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights. Unless otherwise provided in the applicable Award Agreement, any Dividend Equivalents shall be subject to accrual as provided in Section 12(h).

(c)

Other Stock Unit Awards.   The Administrator may grant Other Stock Unit Awards under the Plan to any Eligible Individual. Such Other Stock Unit Awards shall be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock Unit Awards may be paid in shares of Common Stock or cash, as the Administrator shall determine. Subject to the provisions of the Plan, the Administrator shall determine the conditions of each Other Stock Unit Award, including any purchase price applicable thereto and any conditions applicable thereto, including without limitation, performance-based conditions.

9.

Effect of a Change in Control

(a)

Qualifying Termination Prior to Change in Control.   Notwithstanding anything in this Plan to the contrary, in the event that a Participant experiences a Qualifying Termination that is within the period of time commencing three (3) months prior to the Change in Control and ending on the effective date of the Change in Control, then on the date of the Termination of Service, each outstanding and unvested Award held by such Participant as of the day prior to the date of the Participant’s Termination of Service shall

Annex C 133

(i)

remain outstanding for the period of three (3) months following the Participant’s Termination of Service with any vesting of such Award being suspended until it is determined whether there is a Change in Control during the three (3) month period following the Participant’s Termination of Service;

(ii)

if a Change in Control occurs within the three (3) month period following the Participant’s Termination of Service, be treated as if the Participant had remained employed by the Company through the effective date of the Change in Control and notwithstanding any vesting schedule, forfeiture provisions, or anything else to the contrary in the respective Award Agreement governing such Award, subject to the same terms and conditions as in effect immediately prior to the Participant’s Termination of Service and subject to any applicable provisions of this Section 9; and

(iii)

if no Change in Control occurs within the three (3) month period following the Participant’s Termination of Service, terminate and be of no further force or effect except as otherwise provided by the Administrator or in a written agreement between the Company and the Participant.

(b)

Treatment of Awards upon a Change in Control.   In the event of a Change in Control (without regard to whether such event also constitutes a Reorganization Event), the following provisions shall apply to all then-outstanding Awards (including any Awards that remain outstanding as of the Change in Control pursuant to Section 9(a)):

(i)

Performance Awards.   If the Change in Control occurs prior to the Measurement Date for a Performance Award that vests based upon the achievement of Performance Goals and upon a Participant providing continued service to the Company, then upon the effective date of the Change in Control such Award shall be earned as to the greater of  (A) the “Target” level of shares for such Award, or (B) the number of shares that would have been earned pursuant to the terms of such Award based upon performance up through and including the day prior to the date of the Change in Control; provided, however, that if the Administrator determines in its sole discretion that it is impracticable to calculate the number of shares that would have been earned under clause (B) above with respect to one or more of the applicable Performance Goals of the Award, then such Award shall be earned as to the “Target” level of shares covered by such Performance Goal(s). For the avoidance of doubt, any deemed satisfaction of Performance Goals as described in this Section 9(b)(i) shall occur prior to the assumption, substitution, or accelerated vesting of such Award as provided in this Section 9(b) or in Section 9(c).

(ii)

Awards Not Assumed.   In the event that the successor or surviving company in the Change in Control does not agree to assume, or substitute for, an outstanding Award (or in the event that the Company is the ultimate parent corporation in the Change in Control and does not agree to continue the Award) on substantially similar terms with substantially equivalent economic benefits (which benefits shall include, for the avoidance of doubt, the liquidity of the securities underlying the assumed or substituted award following the Change in Control) as exist for such Award immediately prior to the Change in Control, as determined in the sole discretion of the Administrator, then such Award shall, immediately prior to the Change in Control, automatically become vested, exercisable, and issuable, and any forfeiture restrictions thereon shall immediately lapse, as applicable, in each case, with respect to one-hundred percent (100%) of that number of then-unvested shares underlying such Award, after giving effect to any deemed satisfaction of Performance Goals as described in Section 9(b)(i). If an Award becomes exercisable pursuant to this

134 Annex C

Section 9(b)(ii), the Administrator shall notify the Participant that the Award shall be fully exercisable beginning prior to the Change in Control contingent on the occurrence of the Change in Control, and the Award shall terminate on the Change in Control.

(iii)

Awards Assumed.   In the event that the successor or surviving company in the Change in Control agrees to assume, or substitute for, an outstanding Award (or in the event that the Company is the ultimate parent corporation in the Change in Control and agrees to continue the Award) on substantially similar terms with substantially equivalent economic benefits (which benefits shall include, for the avoidance of doubt, the liquidity of the securities underlying the assumed or substituted award following the Change in Control) as exist for such Award immediately prior to the Change in Control (but after giving effect to any deemed satisfaction of Performance Goals as described in Section 9(b)(i)), as determined in the sole discretion of the Administrator, then for the avoidance of doubt, such Award shall, following the Change in Control, continue to be subject to the same time-based vesting schedule to which the Award was subject immediately prior to the Change in Control.

(c)

Treatment of Awards upon a Qualifying Termination.   Subject to the provisions of Section 13(f), in the event that a Participant experiences a Qualifying Termination, each outstanding and unvested Award under the Plan held by the Participant on the Equity Acceleration Date that, pursuant to its terms and after giving effect to any deemed satisfaction of Performance Goals as described in Section 9(b)(i) and any deemed continued employment through the effective date of the Change in Control as described in Section 9(a), vests solely based upon providing continued service to the Company (or, if applicable, a successor corporation to the Company), including, without limitation, Options, SARs, Restricted Stock Awards, and Performance Awards that are earned but unissued, shall on the Equity Acceleration Date automatically become vested, exercisable, and issuable, and any forfeiture restrictions thereon shall immediately lapse, as applicable, in each case, with respect to one-hundred percent (100%) of that number of then-unvested shares underlying such Award. For the avoidance of doubt, the reference in this Section 9(c) to “Performance Awards that are earned but unissued” shall include any Awards (i) for which the Measurement Date occurs on or prior to the effective date of the Change in Control, and (ii) for which the Change in Control occurs prior to the Measurement Date and which are upon the Change in Control converted into, or substituted by, Awards vesting solely based upon providing continued service to the Company or its successor, pursuant to Section 9(b) above.

(d)

Share Issuance.   Subject to Section 12(f), any shares of Common Stock that are issued pursuant to Section 9(b)(ii) or Section 9(c) shall be issued to the applicable Participant on, or as soon as practicable (but not more than sixty (60) days) after, the Equity Acceleration Date (or such later date as may be required by Section 13(f)).

10.

Effect of Changes in Common Stock and Reorganization Events

(a)

Changes in Capitalization.   In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spinoff or other similar change in capitalization or event, or any distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Plan, (ii) the Award Limit set forth in Section 4(e), (iii) the number and class of securities and exercise price per share of each outstanding Option, (iv) the share- and per-share provisions of each Stock Appreciation Right, (v) the repurchase price per share subject to each outstanding award of Restricted Stock and (vi) the share- and per-share provisions of each outstanding Restricted

Annex C 135

Stock Unit Award and each outstanding Other Stock Unit Award, shall be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the extent determined by the Board.

(b)

Consequences of a Reorganization Event on Awards Other than Restricted Stock.   In connection with a Reorganization Event, the Board shall take any one or more of the following actions as to all or any outstanding Awards other than Restricted Stock on such terms as the Board determines: (i) provide that Awards shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant, provide that the Participant’s unexercised Options or other unexercised Awards shall become exercisable in full and will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant within a specified period following the date of such notice, (iii) provide that outstanding Awards shall become realizable or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to a Participant equal to (A) the Acquisition Price times the number of shares of Common Stock subject to the Participant’s Options or other Awards (to the extent the exercise price does not exceed the Acquisition Price) minus (B) the aggregate exercise price of all such outstanding Options or other Awards, in exchange for the termination of such Options or other Awards, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereof) and (vi) any combination of the foregoing.

For purposes of subsection (i) above, an Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

To the extent all or any portion of an Option becomes exercisable solely as a result of subsection (ii) above, the Board may provide that upon exercise of such Option the Participant shall receive shares subject to a right of repurchase by the Company or its successor at the Option exercise price; such repurchase right (x) shall lapse at the same rate as the Option would have become exercisable under its terms and (y) shall not apply to any shares subject to the Option that were exercisable under its terms without regard to subsection (ii) above.

(c)

Consequences of a Reorganization Event on Awards of Restricted Stock.   Upon the occurrence of a Reorganization Event other than a liquidation or dissolution of the Company, the repurchase and other rights of the Company under each outstanding Award of Restricted Stock shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other

136 Annex C

property that the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Common Stock subject to such Award of Restricted Stock. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing any Award of Restricted Stock or any other agreement between a Participant and the Company, all restrictions and conditions on all Awards of Restricted Stock then outstanding shall automatically be deemed terminated or satisfied.

11.

Termination of Service Due to Death or Disability

(a)

Acceleration of Awards.   In the event that a Participant experiences a Termination of Service due to death or Disability, on the date of such Termination of Service each outstanding and unvested Award under the Plan held by the Participant that, pursuant to its terms, vests solely based upon providing continued service to the Company, including, without limitation, Options, SARs, Restricted Stock Awards, and Performance Awards that are earned but unissued, shall automatically become vested, exercisable, and issuable, and any forfeiture restrictions thereon shall immediately lapse, as applicable, in each case, with respect to one-hundred percent (100%) of that number of then-unvested shares underlying such Award.

(b)

Performance Awards.   In the event that a Participant holds a Performance Award that vests based upon the achievement of Performance Goals and upon providing continued service to the Company and the Participant’s Termination of Service due to death or Disability occurs prior to the Measurement Date for such Award, then such Award shall, as of the Measurement Date, (i) be earned as to the greater of  (A) the “Target” level of shares for such Award, or (B) the number of shares that would have been earned pursuant to the terms of such Award had the Participant remained employed through the Measurement Date, and (ii) automatically become vested, exercisable, and issuable, and any forfeiture restrictions thereon shall immediately lapse, as applicable, in each case, as of the Measurement Date, with respect to one-hundred percent (100%) of that number of then-unvested shares underlying such equity Award that are earned pursuant to subsection (i) above.

(c)

Share Issuance.   Subject to Section 12(f), any shares of Common Stock that are issued pursuant to Section 11(a) shall be issued to the Participant (or to the Participant’s estate, if applicable) on, or as soon as practicable (but not more than sixty (60) days) after, the date of the Participant’s Termination of Service (or such later date as may be required by Section 13(f)). Subject to Section 12(f), any shares of Common Stock that are issued pursuant to Section 11(b) shall be issued to the Participant (or to the Participant’s estate, if applicable) on, or as soon as practicable (but not more than sixty (60) days) after, the Measurement Date.

(d)

Exercise Period of Options Upon Death.   Except as otherwise provided (i) in an employment agreement, severance agreement, change in control agreement or other similar agreement, if any, between the Company and the Participant, (ii) by the Administrator in an Award Agreement, or (iii) by action of the Administrator following the grant of an Option, all outstanding Options held by a Participant that are exercisable upon the Participant’s Termination of Service due to death (including any Options that become vested and exercisable pursuant to Section 11(a)) shall remain exercisable for a period of time expiring on the earlier of  (a) the one (1) year anniversary of the Participant’s Termination of Service due to death, and (b) the final expiration date of such Options as set forth in the applicable Award Agreement, subject to the other terms and conditions of such Award Agreement.

Annex C 137

(e)

Exercise Period of Options Upon Disability.   Except as otherwise provided (i) in an employment agreement, severance agreement, change in control agreement or other similar agreement, if any, between the Company and the Participant, (ii) by the Administrator in an Award Agreement, or (iii) by action of the Administrator following the grant of an Option, all outstanding Options held by a Participant that are exercisable upon the Participant’s Termination of Service due to Disability (including any Options that become vested and exercisable pursuant to Section 11(a)) shall remain exercisable for a period of time expiring on the earlier of  (a) the six (6) month anniversary of the Participant’s Termination of Service due to Disability, and (b) the final expiration date of such Options as set forth in the applicable Award Agreement, subject to the other terms and conditions of such Award Agreement.

12.

General Provisions Applicable to Awards

(a)

Transferability of Awards.    Except as the Administrator may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.

(b)

Award Agreement.   Each Award shall be evidenced by an Award Agreement (which may be electronic).

(c)

Limitations Applicable to Section 16 Persons.   Notwithstanding any other provision of the Plan, the Plan and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 under the Exchange Act or any successor rule) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

(d)

Administrator Discretion.   Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Administrator need not treat Participants uniformly.

(e)

Termination of Service.   Subject to the provisions of Sections 9 and 11, the Administrator in its sole discretion shall determine the effect on an Award of the Disability, death, or other Termination of Service or change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.

(f)

Withholding.   The Company shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including applicable income and payroll taxes) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of the Plan. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold shares of Common Stock otherwise issuable under an Award (or allow the surrender of shares of Common Stock). The number of shares of Common Stock which may be so withheld or surrendered shall be limited to the

138 Annex C

number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income, except that, to the extent that the Company is able to withhold or receive surrendered shares of Common Stock having a Fair Market Value that exceeds the applicable minimum statutory withholding tax without financial accounting implications or the Company is withholding in a jurisdiction that does not have a minimum statutory withholding tax, the Company may withhold or allow the surrender of such number of shares of Common Stock (up to the number of shares having a Fair Market Value equal to the applicable maximum individual statutory rate of tax (determined by, or in a manner approved by, the Company)) as the Company shall determine in its sole discretion to satisfy the tax liability associated with any Award. The Administrator shall determine the fair market value of the Common Stock, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.

(g)

Payment.   The Administrator shall determine the methods by which payments shall be made by any Participant with respect to any Awards granted under the Plan, including, without limitation:

(i)

in cash or by check, payable to the order of the Company;

(ii)

except as the Administrator may otherwise provide in an option agreement, by (A) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and/or any required tax withholding, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and/or any required tax withholding, provided, in either case, that delivery of such required payments is then made to the Company upon settlement of such sale;

(iii)

when the Common Stock is registered under the Exchange Act, by delivery of shares of Common Stock owned by the Participant valued at their Fair Market Value, provided (A) such method of payment is then permitted under applicable law, (B) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Administrator in its discretion and (C) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;

(iv)

to the extent permitted by applicable law and by the Administrator, by payment of such other lawful consideration as the Administrator may determine; or

(v)

by any combination of the above-permitted forms of payment.

(h)

Accrued Dividends.   Unless otherwise provided in the applicable Award Agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock or Dividend Equivalents granted with respect to Restricted Stock Units or other Awards (either, “Accrued Dividends”) shall be paid to the Participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares or, in the case of a Restricted Stock Unit or other Award, the Award vests

Annex C 139

and the shares are delivered to the Participant. In addition, Accrued Dividends with respect to an Award with performance-based vesting that are based on dividends paid prior to the vesting of such Award shall be paid out to the Participant only to the extent that the performance-based vesting conditions are subsequently satisfied and the Award vests. Each payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable to the Restricted Stock Award. No interest will be paid on Accrued Dividends.

(i)

Fractional Shares.   No fractional shares of Common Stock shall be issued pursuant to Awards granted under the Plan, and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.

(j)

Amendment of Award.   Except as provided in Sections 5 and 6, the Administrator may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type and changing the date of exercise or realization, provided that the Participant’s consent to such action shall be required unless the Administrator determines that the action, taking into account any related action, would not materially and adversely affect the Participant.

(k)

Conditions on Delivery of Stock.   The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, the shares of Common Stock are covered by an effective registration statement or applicable exemption from registration and all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

(l)

Book Entry.   Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law, rule or regulation, the Company shall not deliver to any Participant certificates evidencing shares of Common Stock issued in connection with any Award and instead such shares of Common Stock shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).

(m)

Acceleration.   Except as otherwise provided in the Plan, the Administrator may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

13.

Miscellaneous

(a)

No Right To Employment or Other Status.   No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

140 Annex C

(b)

No Rights as Stockholder.   Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

(c)

Term of Plan.   No Awards shall be granted under the Plan on or after the Expiration Date. Any Awards that are outstanding on the Expiration Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

(d)

Amendment of Plan.   The Board or the Committee may amend, suspend or terminate the Plan or any portion thereof at any time; provided that, without approval of the Company’s stockholders, no amendment may (i) increase the number of shares authorized under the Plan (other than pursuant to Section 10), (ii) materially increase the benefits provided under the Plan, (iii) materially expand the class of participants eligible to participate in the Plan, (iv) expand the types of Awards provided under the Plan or (v) make any other changes that require stockholder approval under the rules of Nasdaq (or other securities exchange or automated quotation system on which shares of Common Stock are listed, quoted or traded). No amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rights or obligations under any Award theretofore granted or awarded, unless the applicable Award Agreement itself otherwise expressly so provides. No Awards may be granted or awarded under the Plan during any period of suspension or after termination of the Plan.

(e)

Provisions for Foreign Participants.   The Administrator may modify Awards or Options granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

(f)

Compliance with Section 409A.   If and to the extent (A) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with his or her Termination of Service constitutes “nonqualified deferred compensation” within the meaning of Section 409A, and (B) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of  “separation from service” ​(as determined under Section 409A) (the “New Payment Date”), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

Annex C 141

(g)

Governing Law.   The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of Delaware.

142 Annex C

Annex D-1:

SKYWORKS SOLUTIONS, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED

1.

Purpose

The Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan (hereinafter the “Plan”) is intended to provide a method whereby employees of Skyworks Solutions, Inc. (the “Company”) and its participating subsidiaries (as defined in Article 18) will have an opportunity to acquire a proprietary interest in the Company through the purchase of shares of the Company’s Common Stock. It is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that Section of the Internal Revenue Code.

2.

Eligible Employees

All employees of the Company or any of its participating subsidiaries who are employed by the Company at least ten (10) business days prior to the first day of the applicable Offering Period shall be eligible to receive options under this Plan to purchase the Company’s Common Stock. Except as otherwise provided herein, persons who become eligible employees after the first day of any Offering Period shall be eligible to receive options on the first day of the next succeeding Offering Period on which options are granted to eligible employees under the Plan. For the purpose of this Plan, the term employee shall not include an employee whose customary employment is less than twenty (20) hours per week or is for not more than five (5) months in any calendar year.

In no event may an employee be granted an option if such employee, immediately after the option is granted, owns stock possessing five (5%) percent or more of the total combined voting power or value of all classes of stock of the Company or of its parent corporation or subsidiary corporation as the terms “parent corporation” and “subsidiary corporation” are defined in Section 424(e) and (f) of the Internal Revenue Code. For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Internal Revenue Code shall apply and stock which the employee may purchase under outstanding options shall be treated as stock owned by the employee.

3.

Stock Subject to the Plan

The stock subject to the options granted hereunder shall be shares of the Company’s authorized but unissued Common Stock or shares of Common Stock reacquired by the Company, including shares purchased in the open market. Subject to approval of the stockholders, the aggregate number of shares which may be issued pursuant to the Plan is 9,880,000 for all Offering Periods, subject to increase or decrease by reason of stock split-ups, reclassifications, stock dividends, changes in par value and the like. If any option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, the unpurchased shares subject to such option shall again be available under the Plan. If the number of shares of Common Stock available for any Offering Period is insufficient to satisfy all purchase requirements for that Offering Period, the available shares for that Offering Period shall be apportioned among participating employees in proportion to their options.

Annex D-1 143

4.

Offering Periods and Stock Options

There shall be Offering Periods during which payroll deductions will be accumulated under the Plan. Each Offering Period includes only regular pay days falling within it. The Committee shall be expressly permitted to establish the Offering Periods, including the Offering Commencement Date and Offering Termination Date of any Offering Period, under this Plan; provided, however, that, in no event shall any Offering Period extend for more than twenty-four (24) months. The Offering Commencement Date is the first day of each Offering Period. The Offering Termination Date is the applicable date on which an Offering Period ends under this Plan.

Subject to the foregoing, the Offering Periods shall generally commence and end as follows:

Offering

Commencement Dates	Offering Termination Dates
Each August 1	Each January 31
Each February 1	Each July 31

Provided, however, that (i) the Offering Commencement Date and Offering Termination Date of the initial Offering Period under this Plan shall be October 21, 2002 and March 31, 2003, respectively, and (ii) the Offering Commencement Date and Offering Termination Date of the Offering Period immediately following the initial Offering Period under this Plan shall be April 1, 2003 and July 31, 2003, respectively.

On each Offering Commencement Date, the Company will grant to each eligible employee who is then a participant in the Plan an option to purchase on the Offering Termination Date at the Option Exercise Price, as hereinafter provided, that number of full shares of Common Stock reserved for the purpose of the Plan, up to a maximum of 1,000 shares, subject to increase or decrease (i) at the discretion of the Committee before each Offering Period or (ii) by reason of stock split-ups, reclassifications, stock dividends, changes in par value and the like (the “Share Cap”); provided that such employee remains eligible to participate in the Plan throughout such Offering Period. If the eligible employee’s accumulated payroll deductions on the Offering Termination Date would enable the eligible employee to purchase more than the Share Cap except for the Share Cap, the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the Share Cap shall be refunded to the eligible employee as soon as administratively practicable by the Company, without interest. The Option Exercise Price for each Offering Period shall be the lesser of  (i) eighty-five percent (85%) of the fair market value of the Common Stock on the Offering Commencement Date, or (ii) eighty-five percent (85%) of the fair market value of the Common Stock on the Offering Termination Date, in either case rounded up to the next whole cent. In the event of an increase or decrease in the number of outstanding shares of Common Stock through stock split-ups, reclassifications, stock dividends, changes in par value and the like, an appropriate adjustment shall be made in the number of shares and Option Exercise Price per share provided for under the Plan, either by a proportionate increase in the number of shares and proportionate decrease in the Option Exercise Price per share, or by a proportionate decrease in the number of shares and a proportionate increase in the Option Exercise Price per share, as may be required to enable an eligible employee who is then a participant in the Plan to acquire on the Offering Termination Date that number of full shares of Common Stock as his accumulated payroll deductions on such date will pay for at a price equal to the lesser of  (i) eighty-five percent (85%) of the fair market value of the Common Stock on the Offering Commencement Date, or (ii) eighty-five percent (85%) of the fair market value of the Common Stock on the Offering Termination Date, in either case rounded up to the next whole cent, as so adjusted.

For purposes of this Plan, the term “fair market value” means, if the Common Stock is listed on a national securities exchange or is on the National Association of Securities Dealers Automated Quotation

144 Annex D-1

(“Nasdaq”) Global Select Market system, the closing sale price of the Common Stock on such exchange or as reported on Nasdaq or, if the Common Stock is traded in the over-the-counter securities market, but not on the Nasdaq Global Select Market, the closing bid quotation for the Common Stock, each as published in The Wall Street Journal. If no shares of Common Stock are traded on the Offering Commencement Date or Offering Termination Date, the fair market value will be determined on the next regular business day on which shares of Common Stock are traded.

For purposes of this Plan the term “business day” as used herein means a day on which there is trading on the Nasdaq Global Select Market or such national securities exchange on which the Common Stock is listed.

No employee shall be granted an option which permits his rights to purchase Common Stock under the Plan and any similar plans of the Company or any parent or subsidiary corporations to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with and shall be construed in accordance with Section 423(b)(8) of the Internal Revenue Code. If the participant’s accumulated payroll deductions on the last day of the Offering Period would otherwise enable the participant to purchase Common Stock in excess of the Section 423(b)(8) limitation described in this paragraph, the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the shares actually purchased shall be refunded as soon as administratively practicable to the participant by the Company, without interest.

5.

Exercise of Option

Each eligible employee who continues to be a participant in the Plan on the Offering Termination Date shall be deemed to have exercised his or her option on such date and shall be deemed to have purchased from the Company such number of full shares of Common Stock reserved for the purpose of the Plan as his or her accumulated payroll deductions on such date will pay for at the Option Exercise Price subject to the Share Cap and the Section 423(b)(8) limitation described in Article 4. If a participant is not an employee on the Offering Termination Date and throughout an Offering Period, he or she shall not be entitled to exercise his or her option.

If a participant’s accumulated payroll deductions in his or her account are based on a currency other than the U.S. dollar, then on the Offering Termination Date the accumulated payroll deductions in his or her account will be converted into an equivalent value of U.S. dollars based upon the U.S. dollar-foreign currency exchange rate in effect on that date, as reported in The Wall Street Journal, provided that such conversion does not result in an Option Exercise Price which is, in fact, less than the lesser of an amount equal to 85 percent of the fair market value of the Common Stock at the time such option is granted or 85 percent of the fair market value of the Common Stock at the time such option is exercised. The Plan administrators (as defined in Article 19) shall have the right to change such conversion date, as they deem appropriate to effectively purchase shares on any Offering Termination Date, provided that such action does not cause the Plan, or any grants under the Plan, to fail to qualify under Section 423 of the Internal Revenue Code.

6.

Authorization for Entering Plan

An eligible employee may enter the Plan by following a written, electronic or other enrollment process, including a payroll deduction authorization, as prescribed by the Plan administrators under generally applicable rules. Except as may otherwise be established by the Plan administrators under generally applicable rules, all enrollment authorizations shall be effective only if delivered to the designated Plan administrator(s) in accordance with the prescribed procedures not later than ten (10) business days before

Annex D-1 145

an applicable Offering Commencement Date. Participation may be conditioned on an eligible employee’s consent to transfer and process personal data and on acknowledgment and agreement to Plan terms and other specified conditions.

The Company will accumulate and hold for the employee’s account the amounts deducted from his or her pay. No interest will be paid thereon. Participating employees may not make any separate cash payments into their account.

Unless an employee files a new authorization, or withdraws from the Plan, his or her deductions and purchases under the authorization he or she has on file under the Plan will continue as long as the Plan remains in effect. An employee may increase or decrease the amount of his or her payroll deductions as of the next Offering Commencement Date by filing a revised payroll deduction authorization in accordance with the procedures then applicable to such actions. Except as may otherwise be established by the Plan administrators under generally applicable rules, all revised authorizations shall be effective only if delivered to the designated Plan administrator(s) in accordance with the prescribed procedures not later than ten (10) business days before the next Offering Commencement Date.

7.

Maximum Amount of Payroll Deductions

An employee may authorize payroll deductions in an amount of not less than one percent (1%) and not more than fifteen percent (15%) (in whole number percentages only) of his or her eligible compensation. Such deductions shall be determined based on the employee’s election in effect on the payday on which such eligible compensation is paid. An employee may not make any additional payments into such account. Eligible compensation means the wages as defined in Section 3401(a) of the Internal Revenue Code, determined without regard to any rules that limit compensation included in wages based on the nature or location or employment or services performed, including without limitation base pay, shift premium, overtime, gain sharing (profit sharing), incentive compensation, bonuses and commissions and all other payments made to the employee for services as an employee during the applicable payroll period, and excluding the value of any qualified or non-qualified stock option granted to the employee to the extent such value is includible in the taxable wages, reimbursements or other expense allowances, fringe benefits, moving expenses, deferred compensation, and welfare benefits, but determined prior to any exclusions for any amounts deferred under Sections 125, 401(k), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b) of the Internal Revenue Code or for certain contributions described in Section 457(h)(2) of the Internal Revenue Code that are treated as Company contributions.

8.

Unused Payroll Deductions

Only full shares of Common Stock may be purchased. Any balance remaining in an employee’s account after a purchase will be reported to the employee and will be carried forward to the next Offering Period. However, in no event will the amount of the unused payroll deductions carried forward from a payroll period exceed the Option Exercise Price per share for that Offering Period. If for any Offering Period the amount of unused payroll deductions should exceed the Option Exercise Price per share, the amount of the excess for any participant shall be refunded to such participant, without interest.

9.

Change in Payroll Deductions

Unless otherwise permitted by the Committee prior to the commencement of an Offering Period, payroll deductions may not be increased, decreased or suspended by a participant during an Offering Period. However, a participant may withdraw in full from the Plan.

146 Annex D-1

10.

Withdrawal from the Plan

An employee may withdraw from the Plan and withdraw all but not less than all of the payroll deductions credited to his or her account under the Plan prior to the Offering Termination Date by completing and filing a withdrawal notification with the designated Plan administrator(s) in accordance with the prescribed procedures, in which event the Company will refund as soon as administratively practicable without interest the entire balance of such employee’s deductions not previously used to purchase Common Stock under the Plan. Except as may otherwise be prescribed by the Plan administrators under generally applicable rules, all withdrawals shall be effective only if delivered to the designated Plan administrator(s) in accordance with the prescribed procedures not later than ten (10) business days before the Offering Termination Date.

An employee who withdraws from the Plan is like an employee who has never entered the Plan; the employee’s rights under the Plan will be terminated and no further payroll deductions will be made. To reenter, such an employee must re-enroll pursuant to the provisions of Article 6 before the next Offering Commencement Date which cannot, however, become effective before the beginning of the next Offering Period following his withdrawal.

11.

Issuance of Stock

As soon as administratively practicable after each Offering Period the Company shall deliver (by electronic or other means) to the participant the Common Stock purchased under the Plan, except as specified below. The Plan administrators may permit or require that the Common Stock shares be deposited directly with a broker or agent designated by the Plan administrators, and the Plan administrators may utilize electronic or automated methods of share transfer. In addition, the Plan administrators may require that shares be retained with such broker or agent for a designated period of time (and may restrict dispositions during that period) and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares or to restrict transfer of such shares as required to ensure that the Company’s applicable tax withholding obligations are satisfied.

12.

No Transfer or Assignment of Employee’s Rights

An employee’s rights under the Plan are his or hers alone and may not be transferred or assigned to, or availed of by, any other person. Any option granted to an employee may be exercised only by him or her, except as provided in Article 13 in the event of an employee’s death.

13.

Termination of Employee’s Rights

Except as set forth in Article 14, an employee’s rights under the Plan will terminate when he or she ceases to be an employee because of retirement, resignation, lay-off, discharge, death, change of status, failure to remain in the customary employ of the Company for twenty (20) hours or more per week, or for any other reason. Notwithstanding anything to the contrary contained in Article 10, a withdrawal notice will be considered as having been received from the employee on the day his or her employment ceases, and all payroll deductions not used to purchase Common Stock will be refunded without interest.

Notwithstanding anything to the contrary contained in Article 10, if an employee’s payroll deductions are interrupted by any legal process, a withdrawal notice will be considered as having been received from him or her on the day the interruption occurs.

14.

Death of an Employee

Upon termination of the participating employee’s employment because of death, the person(s) entitled to receipt of the Common Stock and/or cash as provided in this Article 14 shall have the right to elect, by

Annex D-1 147

written notice given to the Plan administrators prior to the expiration of the thirty (30) day period commencing with the date of the death of the employee, either (i) to withdraw, without interest, all of the payroll deductions credited to the employee’s account under the Plan, or (ii) to exercise the employee’s option for the purchase of shares of Common Stock on the next Offering Termination Date following the date of the employee’s death for the purchase of that number of full shares of Common Stock reserved for the purpose of the Plan which the accumulated payroll deductions in the employee’s account at the date of the employee’s death will purchase at the applicable Option Exercise Price (subject to the limitations set forth in Article 4), and any excess in such account (in lieu of fractional shares) will be paid to the employee’s estate as soon as administratively practicable, without interest. In the event that no such written notice of election shall be duly received by the Plan administrators, the payroll deductions credited to the employee’s account at the date of the employee’s death will be paid to the employee’s estate as soon as administratively practicable, without interest.

Except as provided in the preceding paragraph, in the event of the death of a participating employee, the Company shall deliver such Common Stock and/or cash to the executor or administrator of the estate of the employee.

15.

Termination and Amendments to Plan

The Plan may be terminated at any time by the Company’s Board of Directors or, if sooner, when all of the shares of Common Stock reserved for the purposes of the Plan have been purchased. In the event that the Board of Directors terminates the Plan pursuant to this Article 15, the date of such termination shall be deemed as the Offering Termination Date of the applicable Offering Period in which such termination date occurs. Upon such termination or any other termination of the Plan, all payroll deductions not used to purchase Common Stock will be refunded without interest.

The Committee or the Board of Directors may from time to time adopt amendments to the Plan provided that, without the approval of the stockholders of the Company, no amendment may (i) except as provided in Articles 3, 4, 24 and 25, increase the number of shares that may be issued under the Plan; (ii) change the class of employees eligible to receive options under the Plan, if such action would be treated as the adoption of a new plan for purposes of Section 423(b) of the Internal Revenue Code; or (iii) cause Rule 16b-3 under the Securities Exchange Act of 1934 to become inapplicable to the Plan.

16.

Limitations of Sale of Stock Purchased Under the Plan

The Plan is intended to provide shares of Common Stock for investment and not for resale. The Company does not, however, intend to restrict or influence any employee in the conduct of his or her own affairs. An employee may, therefore, sell stock purchased under the Plan at any time the employee chooses, subject to compliance with any applicable federal or state securities laws and subject to any restrictions imposed under Articles 11 and 26. Each employee agrees by entering the Plan to promptly give the Company notice of any such Common Stock disposed of within two years after the Offering Commencement Date on which the Common Stock was purchased showing the number of such shares disposed of. The employee assumes the risk of any market fluctuations in the price of such Common Stock.

17.

Company’s Offering of Expenses Related to Plan

The Company will bear all costs of administering and carrying out the Plan.

18.

Participating Subsidiaries

The term “participating subsidiaries” shall mean any present or future subsidiary of the Company which is designated by the Committee to participate in the Plan. The Committee shall have the power to make such designation(s) before or after the Plan is approved by the stockholders.

148 Annex D-1

19.

Administration of the Plan

The Plan may be administered by the Compensation Committee, or such other committee as may be appointed by the Board of Directors of the Company (the “Committee”). No member of the Committee shall be eligible to participate in the Plan while serving as a member of the Committee. In the event that the Board of Directors fails to appoint or refrains from appointing a Committee, the Board of Directors shall have all power and authority to administer the Plan (in such event the word “Committee” shall refer to the Board of Directors).

The Committee shall have the authority to construe and interpret the Plan and options, and to establish, amend and revoke rules and regulations for the administration of the Plan. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. Without limiting the foregoing, the Committee shall have the power, subject to, and within the limitations of, the express provisions of the Plan: (i) to determine when and how options to purchase shares of Common Stock shall be granted and the provisions of each Offering Period (which need not be identical); (ii) to designate from time to time which participating subsidiaries of the Company shall be eligible to participate in the Plan; (iii) to determine the Offering Commencement Date and Offering Termination Date of any Offering Period; (iv) to increase or decrease the maximum number of shares which may be purchased by an eligible employee in any Offering Period; (v) to amend the Plan as provided in Article 15, and (vi) generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and the participating subsidiaries.

The Committee may delegate to one or more individuals the day-to-day administration of the Plan. Without limitation, subject to the terms and conditions of this Plan, the President, the Chief Financial Officer of the Company, and any other officer of the Company or committee of officers or employees designated by the Committee (collectively, the “Plan administrators”), shall each be authorized to determine the methods through which eligible employees may elect to participate, amend their participation, or withdraw from participation in the Plan, and establish methods of enrollment by means of a manual or electronic form of authorization or an integrated voice response system. The Plan administrators are further authorized to determine the matters described in Article 11 concerning the means of issuance of Common Stock and the procedures established to permit tracking of disqualifying dispositions of shares or to restrict transfer of such shares.

With respect to persons subject to Section 16 of the Securities and Exchange Act of 1934, as amended, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under said Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by that Committee.

No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it. The Company shall indemnify each member of the Board of Directors and the Committee to the fullest extent permitted by law with respect to any claim, loss, damage or expense (including counsel fees) arising in connection with their responsibilities under this Plan.

As soon as administratively practicable after the end of each Offering Period, the Plan administrators shall prepare and distribute or make otherwise readily available by electronic means or otherwise to each participating employee in the Plan information concerning the amount of the participating employee’s

Annex D-1 149

accumulated payroll deductions as of the Offering Termination Date, the Option Exercise Price for such Offering Period, the number of shares of Common Stock purchased by the participating employee with the participating employee’s accumulated payroll deductions, and the amount of any unused payroll deductions either to be carried forward to the next Offering Period, or returned to the participating employee without interest.

20.

Optionees Not Stockholders

Neither the granting of an option to an employee nor the deductions from his or her pay shall constitute such employee a stockholder of the Company with respect to the shares covered by such option until such shares have been purchased by and issued to him.

21.

Application of Funds

The proceeds received by the Company from the sale of Common Stock pursuant to options granted under the Plan may be used for any corporate purposes, and the Company shall not be obligated to segregate participating employees’ payroll deductions.

22.

Governmental Regulation

The Company’s obligation to sell and deliver shares of the Company’s Common Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such stock.

In this regard, the Board of Directors may, in its discretion, require as a condition to the exercise of any option that a Registration Statement under the Securities Act of 1933, as amended, with respect to the shares of Common Stock reserved for issuance upon exercise of the option shall be effective.

23.

Transferability

Neither payroll deductions credited to an employee’s account nor any rights with regard to the exercise of an option or to receive stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the employee. Any such attempted assignment, transfer, pledge, or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Article 10.

24.

Effect of Changes of Common Stock

If the Company should subdivide or reclassify the Common Stock which has been or may be optioned under the Plan, or should declare thereon any dividend payable in shares of such Common Stock, or should take any other action of a similar nature affecting such Common Stock, then the number and class of shares of Common Stock which may thereafter be optioned (in the aggregate and to any individual participating employee) shall be adjusted accordingly.

25.

Merger or Consolidation

If the Company should at any time merge into or consolidate with another corporation, the Board of Directors may, at its election, either (i) terminate the Plan and refund without interest the entire balance of each participating employee’s payroll deductions, or (ii) entitle each participating employee to receive on the Offering Termination Date upon the exercise of such option for each share of Common Stock as to which such option shall be exercised the securities or property to which a holder of one share of the

150 Annex D-1

Common Stock was entitled upon and at the time of such merger or consolidation, and the Board of Directors shall take such steps in connection with such merger or consolidation as the Board of Directors shall deem necessary to assure that the provisions of this Article 25 shall thereafter be applicable, as nearly as reasonably possible. A sale of all or substantially all of the assets of the Company shall be deemed a merger or consolidation for the foregoing purposes.

26.

Withholding of Additional Tax

By electing to participate in the Plan, each participant acknowledges that the Company and its participating subsidiaries are required to withhold taxes with respect to the amounts deducted from the participant’s compensation and accumulated for the benefit of the participant under the Plan, and each participant agrees that the Company and its participating subsidiaries may deduct additional amounts from the participant’s compensation, when amounts are added to the participant’s account, used to purchase Common Stock or refunded, in order to satisfy such withholding obligations. Each participant further acknowledges that when Common Stock is purchased under the Plan the Company and its participating subsidiaries may be required to withhold taxes with respect to all or a portion of the difference between the fair market value of the Common Stock purchased and its purchase price, and each participant agrees that such taxes may be withheld from compensation otherwise payable to such participant. It is intended that tax withholding will be accomplished in such a manner that the full amount of payroll deductions elected by the participant under Article 7 will be used to purchase Common Stock. However, if amounts sufficient to satisfy applicable tax withholding obligations have not been withheld from compensation otherwise payable to any participant then, notwithstanding any other provision of the Plan, the Company may withhold such taxes from the participant’s accumulated payroll deductions and apply the net amount to the purchase of Common Stock, unless the participant pays to the Company, prior to the exercise date, an amount sufficient to satisfy such withholding obligations. Each participant further acknowledges that the Company and its participating subsidiaries may be required to withhold taxes in connection with the disposition of stock acquired under the Plan and agrees that the Company or any participating subsidiary may take whatever action it considers appropriate to satisfy such withholding requirements, including deducting from compensation otherwise payable to such participant an amount sufficient to satisfy such withholding requirements or conditioning any disposition of Common Stock by the participant upon the payment to the Company or such subsidiary of an amount sufficient to satisfy such withholding requirements.

27.

Approval of Stockholders

This Plan was first adopted by the Board of Directors on September 25, 2002, and amended on January 14, 2003, and approved, as amended, by the stockholders of the Company on March 10, 2003. The Plan was subsequently amended and approved by the stockholders on March 30, 2006, March 27, 2008, May 11, 2011, and May 6, 2020.

Annex D-1 151

Annex D-2:

PROPOSED AMENDMENT TO SKYWORKS SOLUTIONS, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED

AMENDMENT
TO
SKYWORKS SOLUTIONS, INC.
2002 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED

This Amendment (“Amendment”) to the 2002 Employee Stock Purchase Plan, as amended (the “Existing Plan”; as amended hereby, the “Plan”) of Skyworks Solutions, Inc., a Delaware corporation (the “Company”), is adopted by the Company’s Board of Directors (the “Board”) as of February 7, 2024, subject to approval by the Company’s stockholders (the “Stockholders”).

NOW, THEREFORE, the Existing Plan is hereby amended as follows, subject to the approval of the Stockholders:

1.   Amendment to Existing Plan.

Reference to “9,880,000” in Section 3 of the Existing Plan is hereby deleted in its entirety and replaced with “11,380,000.”

2.   Governing Law.   This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.

*           *           *

Approved by the stockholders on May 14, 2024.

Annex D-2 152

SKYWORKS SOLUTIONS, INC.ATTN: CORPORATE SECRETARY5260 CALIFORNIA AVENUEIRVINE, CA 92617-3073VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery ofinformation. Vote by 11:59 p.m. Eastern Daylight Time on May 13, 2024 for shares helddirectly and by 11:59 p.m. Eastern Daylight Time on May 9, 2024 for shares held in the401(k) Plan. Have your proxy card in hand when you access the website and follow theinstructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/SWKS2024You may attend the meeting via the Internet and vote during the meeting. Havethe information that is printed in the box marked by the arrow available and followthe instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 p.m. Eastern Daylight Time on May 13, 2024 for shares held directly and by11:59 p.m. Eastern Daylight Time on May 9, 2024 for shares held in the 401(k) Plan.Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYV35371-P07975-Z87140THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THEELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED INPROPOSAL 1, "FOR" PROPOSALS 2 THROUGH 9, AND "AGAINST"PROPOSALS 10 AND 1For Against Abstain1.1a. Alan S. Batey1e. Christine King1h. Robert A. Schriesheim1i. Maryann Turcke1b. Kevin L. Beebe1c. Liam K. Griffin1g. David P. McGlade1f. Suzanne E. McBride1d. Eric J. Guerin 2. To ratify the selection by the Company’s Audit Committee of KPMGLLP as the independent registered public accounting firm for theCompany for fiscal year 2024.3. To approve, on an advisory basis, the compensation of theCompany’s named executive officers, as described in theCompany’s Proxy Statement. 4. To approve an amendment to the Company’s Restated Certificate ofIncorporation to eliminate the supermajority vote provisions relatingto stockholder approval of a merger or consolidation, dispositionof all or substantially all of the Company’s assets, or issuance of asubstantial amount of the Company’s securities.5. To approve an amendment to the Company’s Restated Certificateof Incorporation to eliminate the supermajority vote provisionsrelating to stockholder approval of a business combination withany related person.6. To approve an amendment to the Company’s Restated Certificateof Incorporation to eliminate the supermajority vote provisionrelating to stockholder amendment of charter provisions governingdirectors.7. To approve an amendment to the Company’s Restated Certificate ofIncorporation to eliminate the supermajority vote provision relatingto stockholder amendment of the charter provision governingaction by stockholders.8. To approve the Company’s Second Amended and Restated 2015Long-Term Incentive Plan.9. To approve an amendment to the Company’s 2002 Employee StockPurchase Plan, as amended.10. To approve a stockholder proposal regarding named executiveofficer termination payments.11. To approve a stockholder proposal regarding adoption ofgreenhouse gas emissions reduction targets. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each signpersonally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Annual Report and Proxy Statement are available at www.proxyvote.com.V35372-P07975-Z87140SKYWORKS SOLUTIONS, INC.Annual Meeting of StockholdersMay 14, 2024, 11:00 a.m. PDTThis proxy is solicited by the Board of DirectorsThe stockholder(s) hereby appoint(s) Liam K. Griffin and Robert J. Terry, or either of them, as proxies, each with thepower to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverseside of this ballot, all of the shares of common stock of SKYWORKS SOLUTIONS, INC. that the stockholder(s) is/areentitled to vote at the Annual Meeting of Stockholders to be held at 11:00 a.m. PDT on May 14, 2024, held virtually atwww.virtualshareholdermeeting.com/SWKS2024, and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, thisproxy will be voted by the proxy holders in accordance with the Board of Directors’ recommendations, or if norecommendation is given, in their own discretion.Continued and to be signed on reverse side