UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
March 4, 2014
Date of Report (Date of earliest event reported)
QUALCOMM Incorporated
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-19528 | 95-3685934 | |
(Commission File Number) | (IRS Employer Identification No.) | |
5775 Morehouse Drive, San Diego, CA | 92121 | |
(Address of principal executive offices) | (Zip Code) | |
858-587-1121
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2014, the Board of Directors of QUALCOMM Incorporated (the “Company”) appointed Derek K. Aberle to serve as the Company’s President, replacing Steven M. Mollenkopf, who will continue to serve as the Company’s Chief Executive Officer.
Mr. Aberle has worked for the Company for over 13 years in various positions of increasing responsibility, most recently serving as Executive Vice President and Group President. Additional information regarding Mr. Aberle’s previous business experience is contained in Part I, Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2013 under the heading “Executive Officers” and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2014 Annual Meeting of Stockholders on March 4, 2014 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered four proposals, each of which is described briefly below and in more detail in the Company’s definitive proxy statement dated January 16, 2014. The final voting results for each proposal are set forth below.
Proposal 1: | To elect 14 directors to hold office until the 2015 annual meeting of stockholders: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||
Barbara T. Alexander | 1,160,646,825 | 26,411,519 | 797,844 | 240,687,889 | |||
Donald G. Cruickshank | 1,169,751,877 | 17,291,155 | 813,156 | 240,687,889 | |||
Raymond V. Dittamore | 1,160,962,635 | 26,057,491 | 836,062 | 240,687,889 | |||
Susan Hockfield | 1,164,134,930 | 22,957,322 | 763,936 | 240,687,889 | |||
Thomas W. Horton | 1,170,083,153 | 16,970,774 | 802,261 | 240,687,889 | |||
Paul E. Jacobs | 1,164,440,861 | 22,663,641 | 751,686 | 240,687,889 | |||
Sherry Lansing | 1,169,666,405 | 17,388,839 | 800,944 | 240,687,889 | |||
Steven M. Mollenkopf | 1,179,393,625 | 7,722,903 | 739,660 | 240,687,889 | |||
Duane A. Nelles | 1,163,812,255 | 23,228,252 | 815,681 | 240,687,889 | |||
Clark T. Randt, Jr. | 1,181,151,365 | 5,902,639 | 802,184 | 240,687,889 | |||
Francisco Ros | 1,168,702,850 | 18,359,103 | 794,235 | 240,687,889 | |||
Jonathan J. Rubinstein | 1,182,279,278 | 4,797,357 | 779,553 | 240,687,889 | |||
Brent Scowcroft | 1,161,379,943 | 25,629,488 | 846,757 | 240,687,889 | |||
Marc I. Stern | 1,159,416,972 | 27,637,694 | 801,522 | 240,687,889 | |||
Each of the foregoing nominees was elected and each received affirmative votes from more than a majority of the votes cast.
Proposal 2: | To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the Company’s fiscal year ending September 28, 2014: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
1,408,484,736 | 18,468,361 | 1,590,980 | — | |||
The foregoing proposal was approved.
Proposal 3: | Advisory vote on executive compensation: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
1,123,898,795 | 52,439,119 | 11,518,274 | 240,687,889 | |||
The foregoing advisory vote was approved.
Proposal 4: | Advisory vote on the frequency of future advisory votes on executive compensation: |
1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTES | ||||
1,081,908,584 | 1,909,488 | 101,953,522 | 2,084,594 | 240,687,889 | ||||
Stockholders approved holding future advisory votes on executive compensation annually.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
QUALCOMM Incorporated | ||||
Date: | March 10, 2014 | By: | /s/ Daniel L. Sullivan | |
Daniel L. Sullivan, | ||||
Executive Vice President, Human Resources | ||||