def14a
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §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):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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March 31,
2010
Dear Stockholder:
I am pleased to invite you to attend the 2010 annual meeting of
stockholders of Skyworks Solutions, Inc. to be held at
2:00 p.m., local time, on Tuesday, May 11, 2010, at
the DoubleTree Hotel Boston Bedford Glen,
44 Middlesex Turnpike, Bedford, Massachusetts (the
Annual Meeting). We look forward to your
participation in person or by proxy. The attached Notice of
Annual Meeting of Stockholders and Proxy Statement describe the
matters that we expect to be acted upon at the Annual Meeting.
If you plan to attend the Annual Meeting, please check the
designated box on the enclosed proxy card. Or, if you utilize
our telephone or Internet voting systems, please indicate your
plans to attend the Annual Meeting when prompted to do so. If
you are a stockholder of record, you should bring the top half
of your proxy card as your admission ticket and present it upon
entering the Annual Meeting. If you are planning to attend the
Annual Meeting and your shares are held in street
name by your broker (or other nominee), you should ask the
broker (or other nominee) for a proxy issued in your name and
present it at the meeting.
Whether or not you plan to attend the Annual Meeting, and
regardless of how many shares you own, it is important that your
shares be represented at the Annual Meeting. Accordingly, we
urge you to complete the enclosed proxy and return it to us
promptly in the postage-prepaid envelope provided, or to
complete your proxy by telephone or via the Internet in
accordance with the instructions on the proxy card. If you do
attend the Annual Meeting and wish to vote in person, you may
withdraw a previously submitted proxy at that time.
Sincerely yours,
David J. McLachlan
Chairman of the Board
Skyworks
Solutions, Inc. Stockholder Invitation 6
SKYWORKS
SOLUTIONS, INC.
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20 Sylvan Road
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5221 California Avenue
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Woburn, MA 01801
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Irvine, CA 92617
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(781) 376-3000
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(949) 231-3000
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NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, MAY 11, 2010
To the Stockholders of Skyworks Solutions, Inc.:
The 2010 annual meeting of stockholders of Skyworks Solutions,
Inc., a Delaware corporation (the Company), will be
held at 2:00 p.m., local time, on Tuesday, May 11,
2010, at the DoubleTree Hotel Boston Bedford Glen,
44 Middlesex Turnpike, Bedford, Massachusetts (the
Annual Meeting) to act upon the following proposals:
1. To elect three members of the Board of Directors of the
Company to serve as Class II directors with terms expiring
at the 2013 annual meeting of stockholders.
2. To ratify the selection by the Companys Audit
Committee of KPMG LLP as the independent registered public
accounting firm for the Company for fiscal year 2010.
3. To transact such other business as may properly come
before the Annual Meeting or any adjournment or postponement
thereof.
Only stockholders of record at the close of business on
March 23, 2010, are entitled to notice of and to vote at
the Annual Meeting. All stockholders are cordially invited to
attend the Annual Meeting. To ensure your representation at
the Annual Meeting, however, we urge you to vote promptly in one
of the following ways whether or not you plan to attend the
Annual Meeting: (1) by completing, signing and dating
the accompanying proxy card and returning it in the
postage-prepaid envelope enclosed for that purpose, (2) by
completing your proxy using the toll-free number listed on the
proxy card, or (3) by completing your proxy via the
Internet by visiting the Website address listed on your proxy
card. Should you receive more than one proxy card because your
shares are held in multiple accounts or registered in different
names or addresses, please complete, sign, date and return each
proxy card, or complete each proxy by telephone or the Internet,
to ensure that all of your shares are voted. Your proxy may be
revoked at any time prior to the Annual Meeting. Any stockholder
attending the Annual Meeting may vote at the meeting even if he
or she previously submitted a proxy by mail, telephone or via
the Internet. If your shares are held in street name
by your broker (or other nominee), your broker (or other
nominee) will provide you with instructions on how you can vote
your shares. Further, if you hold your shares in street
name you will not be able to attend the Annual Meeting,
and your vote in person at the Annual Meeting will not be
effective, unless you have obtained and present a proxy issued
in your name from the broker (or other nominee).
By Order of the Board of Directors,
MARK V.B. TREMALLO
Vice President, General Counsel and Secretary
Woburn, Massachusetts
March 31, 2010
Skyworks
Solutions, Inc. Notice of Annual Meeting 7
TABLE OF CONTENTS
SKYWORKS
SOLUTIONS, INC.
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20 Sylvan Road
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5221 California Avenue
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Woburn, MA 01801
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Irvine, CA 92617
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(781) 376-3000
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(949) 231-3000
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PROXY
STATEMENT
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Skyworks
Solutions, Inc., a Delaware corporation (Skyworks or
the Company), for use at the Companys annual
meeting of stockholders to be held at 2:00 p.m., local
time, on Tuesday, May 11, 2010, at the DoubleTree Hotel
Boston Bedford Glen, 44 Middlesex Turnpike, Bedford,
Massachusetts or at any adjournment or postponement thereof (the
Annual Meeting). The Companys Annual Report,
which includes financial statements and Managements
Discussion and Analysis of Financial Condition and Results of
Operation for the fiscal year ended October 2, 2009, is
being mailed together with this Proxy Statement to all
stockholders entitled to vote at the Annual Meeting. This Proxy
Statement and form of proxy are being first mailed to
stockholders on or about March 31, 2010.
Only stockholders of record at the close of business on
March 23, 2010 (the Record Date), are entitled
to notice of and to vote at the Annual Meeting. As of
March 23, 2010, there were 176,540,855 shares of
Skyworks common stock issued and outstanding. Pursuant to
Skyworks 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. 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:
(1) by completing, signing and dating the accompanying
proxy card and returning it in the postage-prepaid envelope
enclosed for that purpose, (2) by completing your proxy
using the toll-free telephone number listed on the proxy card,
or (3) by completing your proxy via the Internet at the
website address listed on the proxy card. If you attend the
Annual Meeting, you may vote in person at the meeting even if
you have previously completed your proxy by mail, telephone or
via the Internet.
If your shares are held on your behalf by a third party such as
your broker (or another nominee) and are registered in the name
of your broker (or other nominee), thereby making the broker (or
other nominee) the stockholder of record and you the beneficial
owner, we refer to your 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 as to the
manners in which you are able to instruct them as to the voting
of your street name shares. If your shares are held
in street name and you wish to attend the Annual
Meeting in person and vote at the Annual Meeting, you will need
to obtain a legal proxy in your name from your broker (or other
nominee).
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 the shares with
respect to discretionary matters as described below
but will not be permitted to vote the shares with respect to
non-discretionary matters. 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 matter) but
does not indicate a vote for 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 as votes for or
against the proposal in question or as abstentions, nor are they
counted to determine the number of votes present for the
particular proposal. We do, however, count broker
non-votes for the purpose of determining a quorum. 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.
Skyworks
Solutions, Inc. Proxy Statement 8
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 (i) 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, (ii) duly completing a
later-dated proxy relating to the same shares and presenting it
to the Secretary of the Company before the taking of the vote at
the Annual Meeting or (iii) attending the Annual Meeting
and voting in person (although 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 Companys principal executive offices at
Skyworks Solutions, Inc., 20 Sylvan Road, Woburn, MA 01801,
Attention: Secretary, or hand delivered to the Secretary of the
Company, before the taking of the vote at the Annual Meeting.
The holders of a majority of the issued and outstanding stock of
the Company present either in person or by proxy at the Annual
Meeting constitutes a quorum for the transaction of business at
the Annual Meeting. Shares that abstain from voting on any
proposal and broker non-votes will be counted as
shares that are present and entitled to vote for purposes of
determining whether a quorum exists at the Annual Meeting. For
purposes of determining the outcome of any matter as to which a
broker (or other nominee) has not received instructions for, and
does not have discretionary voting authority for, 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 and may be entitled to vote on other matters).
Pursuant to the Companys by-laws, directors are elected by
a plurality vote of all votes cast for the election of directors
at the Annual meeting and, therefore, the three nominees for
director who receive the most votes will be elected.
Stockholders will not be allowed to cumulate their votes in the
election of directors. Shares that abstain from voting will not
affect the outcome of the election of directors. Unlike
prior years, this year and going forward, uncontested
elections of directors are not considered to be
discretionary matters for certain brokers and, as a
result, those brokers are not authorized to vote street
name shares in the absence of instructions from the
beneficial owner. Thus, if you do not provide specific
instructions to your broker on how to vote any of your
street name shares with respect to the election of
our directors, your broker may not be able to vote those shares
in its discretion and, in such case, a broker
non-vote would occur and no vote would be counted for
purposes of the election of our directors. Broker
non-votes will not affect the outcome of our
election directors. Therefore, with respect to shares held in
street name by your broker (or other nominee), we
strongly encourage you to provide instructions to such broker
(or other nominee) as to how to vote on the election of
directors by signing, dating and returning to the broker (or
other nominee) the instruction card provided by that broker (or
other nominee). THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE FOR EACH OF THE DIRECTOR NOMINEES.
Regarding Proposal 2, an affirmative vote of a majority of
the shares present in person or represented by proxy at the
Annual Meeting, and entitled to vote on such matter at the
Annual Meeting, is required for approval. Unlike the election of
directors, Proposal 2 involves a matter on which a broker
(or other nominee) does have discretionary authority to
vote and as a result, if you do not instruct your broker (or
other nominee) as to how you want to vote your shares, your
broker (or other nominee) is entitled to vote your shares in its
discretion. With respect to Proposal 2, an abstention will
have the same effect as a no vote. THE BOARD OF
DIRECTORS RECOMMENDS THAT YOU VOTE FOR
PROPOSAL 2.
An automated system administered by the Companys transfer
agent tabulates the votes at the Annual Meeting. The vote on
each matter submitted to stockholders will be tabulated
separately.
The persons named as attorneys-in-fact in the this proxy
statement, David J. Aldrich and Mark V.B. Tremallo, were
selected by the Board of Directors and are officers of the
Company. Each executed proxy card returned 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
specifications. If no such specifications are indicated, such
proxies will be voted FOR the three nominees to the Board
of Directors and FOR the ratification of the selection of
KPMG LLP as the independent registered public accounting firm of
the Company for the 2010 fiscal year.
Skyworks
Solutions, Inc. Proxy Statement 9
If you plan to attend the Annual Meeting, please be sure to
check the designated box on your proxy card indicating your
intent to attend, and save the admission ticket attached to your
proxy (the top half); or, indicate your intent to attend through
Skyworks telephone or Internet voting procedures, and save
the admission ticket attached to your proxy. If your shares are
held in street name by your broker (or other
nominee), please check your instruction card or contact your
broker (or other nominee) to determine whether you will be able
to indicate your intent to attend by telephone or via the
Internet. In order to be admitted to the Annual Meeting, you
will need to present your admission ticket, as well as provide a
valid picture identification, such as a drivers license or
passport. If your shares are held in street name by
your broker (or other nominee), you should contact your broker
(or other nominee) to obtain a proxy in your name and present it
at the Annual Meeting in order to vote.
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., 5221
California Avenue, Irvine, CA 92617, Attention: Investor
Relations, or oral request to Investor Relations at
(949) 231-4700.
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 enclosed postage-prepaid
envelope (or voted by telephone or via the Internet, as
described therein). 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.
If you are a participant in the Skyworks 401(k) Savings and
Investment 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.
Important
Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on May 11, 2010
The Proxy Statement and the Companys Annual Report are
available at www.skyworksinc.com/annualreport.
Skyworks
Solutions, Inc. Proxy Statement 10
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the Companys knowledge, the following table sets forth
the beneficial ownership of the Companys common stock as
of March 12, 2010, by the following individuals or
entities: (i) each person who beneficially owns 5% or more
of the outstanding shares of the Companys common stock as
of March 12, 2010; (ii) the Named Executive Officers
(as defined herein under the heading Compensation Tables
for Named Executive Officers); (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 12, 2010,
there were 176,208,021 shares of Skyworks common stock
issued and 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 12, 2010, are deemed
outstanding. These shares are not, however, deemed outstanding
for the purpose of computing the percentage ownership of any
other person.
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Number of Shares
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Percent
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Names and Addresses of
Beneficial Owners(1)
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Beneficially Owned(2)
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of Class
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FMR LLC
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22,512,176
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(3)
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12.8
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%
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Wellington Management Company, LLP
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17,993,820
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(4)
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10.2
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%
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BlackRock, Inc.
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12,746,185
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(5)
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7.2
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%
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Frontier Capital Management Co., LLC
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11,067,514
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(6)
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6.3
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%
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The Vanguard Group, Inc.
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10,650,764
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(7)
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6.0
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%
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David J. Aldrich
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2,212,452
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(8)
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1.2
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%
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Kevin L. Beebe
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126,250
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(*
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Moiz M. Beguwala
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228,945
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(*
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Bruce J. Freyman
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378,854
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(8)
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(*
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Timothy R. Furey
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156,250
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(*
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Liam K. Griffin
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456,747
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(8)
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(*
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Balakrishnan S. Iyer
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291,767
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(*
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Thomas C. Leonard
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202,807
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(*
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David P. McGlade
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111,250
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(*
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David J. McLachlan
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158,850
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(*
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Donald W. Palette
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77,990
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(8)
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(*
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Robert A. Schriesheim
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81,250
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(*
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Gregory L. Waters
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531,886
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(8)
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(*
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All current directors and executive officers as a group
(15 persons)
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5,428,334
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(8)
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3.0
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%
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* |
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Less than 1% |
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Unless otherwise noted in the following notes, each
persons address is the address of the Companys
principal executive offices at Skyworks Solutions, Inc., 20
Sylvan Road, Woburn, MA 01801, 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. |
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Includes the number of shares of Company common stock subject to
stock options held by that person that are currently exercisable
or will become exercisable within sixty (60) days of
March 12, 2010 (the Current |
Skyworks
Solutions, Inc. Proxy Statement 11
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Options), as follows: Mr. Aldrich
1,722,754 shares under Current Options;
Mr. Beebe 101,250 shares under Current
Options; Mr. Beguwala 190,590 shares under
Current Options; Mr. Freyman
280,000 shares under Current Options;
Mr. Furey 131,250 shares under Current
Options; Mr. Griffin 310,000 shares under
Current Options; Mr. Iyer 260,685 shares
under Current Options; Mr. Leonard
146,250 shares under Current Options;
Mr. McGlade 86,250 shares under Current
Options; Mr. McLachlan 131,250 shares
under Current Options; Mr. Palette
10,000 shares under Current Options;
Mr. Schriesheim 56,250 shares under
Current Options; Mr. Waters 370,780 shares
under Current Options; current directors and executive officers
as a group (15 persons) 4,037,615 shares
under Current Options. |
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Consists of shares beneficially owned by FMR LLC, an investment
adviser registered under Section 203 of the Investment
Advisers Act of 1940, as a result of its sole ownership of
Fidelity Management & Research Company (Fidelity
Research) and indirect ownership of Pyramis Global
Advisors Trust Company (PGATC). Fidelity
Research, an investment advisor registered under
Section 203 of the Investment Advisors Act of 1940, is the
beneficial owner of 21,636,156 shares as a result of acting
as investment advisor to various investment companies registered
under Section 8 of the Investment Company Act of 1940 that
hold the shares. Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity Research, and the funds each has sole power
to dispose of the 21,636,156 shares owned by the funds.
Pyramis Global Advisors, LLC (PGALLC), an indirect
wholly-owned subsidiary of FMR LLC and an investment advisor
registered under Section 203 of the Investment Advisory Act
of 1940, is the beneficial owner of 412,000 shares. Edward
C. Johnson 3d and FMR LLC, through its control of PGALLC, each
has sole dispositive power and sole power to vote or to direct
the voting of the 412,000 shares owned by institutional
accounts or funds advised by PGALLC. PGATC, a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934 (the
Exchange Act), is the beneficial owner of
464,020 shares as a result of its serving as investment
manager of institutional accounts owning such shares. Edward C.
Johnson 3d and FMR LLC, through its control of PGATC, each has
sole dispositive power over 464,020 shares and sole power
to vote or to direct the voting of 450,610 shares owned by
the institutional accounts managed by PGATC. Of the shares
beneficially owned, FMR LLC (through its ownership Fidelity
Research and PGATC) has sole voting power with respect to
862,610 shares and sole disposition power with respect to
22,512,176 shares. The address of Fidelity Research and
Fidelity Trust is 82 Devonshire Street, Boston, MA 02109. The
address of PGATC and PGALLC is 900 Salem Street, Smithfield,
Rhode Island, 02917. With respect to the information relating to
the affiliated FMR LLC entities, the Company has relied on
information supplied by FMR LLC on a Schedule 13G filed
with the SEC on March 10, 2010. |
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(4) |
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Consists of shares beneficially owned by Wellington Management
Company, LLP, which has shared voting power as to
13,823,929 shares and shared dispositive power over all
such shares. With respect to the information relating to
Wellington Management Company, LLP, the Company has relied on
information supplied by Wellington Management Company, LLP on a
Schedule 13G filed with the SEC on January 11, 2010.
The address and principal business office of Wellington
Management Company, LLP is 75 State Street, Boston, MA 02109. |
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(5) |
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Consists of shares beneficially owned by BlackRock, Inc.,
through its subsidiary Barclays Global Investors, NA and certain
of its affiliates (BGI Entities). BlackRock, Inc.
has sole voting and sole dispositive power as to all shares.
With respect to the information relating to BlackRock, Inc., the
Company has relied on information supplied by BlackRock Inc. on
a Schedule 13G filed with the SEC on January 29, 2010.
The address of the principal business office of BlackRock, Inc.
is 40 East 52nd Street, New York, NY 10022. |
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(6) |
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Consists of shares beneficially owned by Frontier Capital
Management Co., LLC, which has sole voting control and sole
dispositive power over all such shares. With respect to the
information relating to Frontier Capital Management Co., LLC,
the Company has relied on information supplied by Frontier
Capital Management Co., LLC on a Schedule 13G filed with
the SEC on February 12, 2010. The address and principal
business office of the Frontier Capital Management Co., LLC is
99 Summer Street, Boston, MA 02110. |
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(7) |
|
Consists of shares beneficially owned by The Vanguard Group,
Inc., which has sole voting control as to 215,780 shares,
sole dispositive power as to 10,434,984 shares, and shared
dispositive power as to 215,780 shares. Vanguard Fiduciary
Trust Company, a wholly owned subsidiary of The Vanguard
Group, |
Skyworks
Solutions, Inc. Proxy Statement 12
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Inc., which serves as investment manager of collective trust
accounts, is also deemed to be the beneficial owner of
215,780 shares. With respect to the information relating to
The Vanguard Group, Inc., the Company has relied on information
supplied by The Vanguard Group, Inc. on a Schedule 13G/A
filed with the SEC on February 5, 2010. The address and
principal business office of the Vanguard Group, Inc. is 100
Vanguard Blvd., Malvern, PA 19355. |
|
(8) |
|
Includes shares held in the Companys 401(k) Savings and
Investment Plan as of March 1, 2010. |
Skyworks
Solutions, Inc. Proxy Statement 13
PROPOSALS TO
BE VOTED
PROPOSAL 1
ELECTION
OF DIRECTORS
The Companys certificate of incorporation and by-laws
provide that the Board of Directors is divided into three
classes, with each class consisting, as nearly as possible, of
one-third of the total number of directors, and having a
three-year term. The Board of Directors currently is composed of
nine (9) members: three Class I directors, three
Class II directors and three Class III directors. The
terms of these three classes are staggered in a manner so that
only one class is elected by stockholders annually.
Messrs. Kevin L. Beebe, Timothy R. Furey and David J.
McLachlan have been nominated for election as Class II
directors to hold office until the 2013 annual meeting of
stockholders and thereafter until their successors have been
duly elected and qualified. Directors are elected by a plurality
of all votes cast for the election of directors at the meeting.
Shares represented by all proxies received by the Board of
Directors and not so marked as to withhold authority to vote for
the nominees will be voted FOR the election of the three
nominees.
Each person nominated for election has agreed to serve if
elected, and the Board of Directors 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 of Directors. No director, director nominee or executive
officer is related by blood, marriage or adoption to any other
director 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.
Skyworks
Solutions, Inc. Proxy Statement 14
Set forth below is summary information for each person nominated
for election as a director at the Annual Meeting and each
director whose term of office will continue after the Annual
Meeting, including the year such nominee or director was first
elected a director, the positions currently held by each nominee
and each director with the Company, the year each nominees
or directors term will expire and class of director of
each nominee and each director. This information is followed by
additional biographical information about these individuals, as
well as the Companys other executive officers.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR THE NOMINEES LISTED BELOW
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Year
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Nominees or
Directors
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Director
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Name (Year He
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Term Will
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Class of
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First Became a
Director)
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Position(s) with the
Company
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Expire
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Director
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Nominees:
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Kevin L. Beebe (2004)(1)(2)
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Non-Employee Director
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2010
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II
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Timothy R. Furey (1998)(2)(3)
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Non-Employee Director
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2010
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II
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David J. McLachlan (2000)(1)(3)
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Non-Employee Director and
Chairman of the Board
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2010
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II
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Continuing Directors:
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David J. Aldrich (2000)
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President, Chief Executive
Officer and Director
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2011
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III
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Moiz M. Beguwala (2002)(1)(3)
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Non-Employee Director
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2011
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III
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David P. McGlade (2005)(2)(3)
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Non-Employee Director
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2011
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III
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Balakrishnan S. Iyer (2002)(1)(3)
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Non-Employee Director
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2012
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I
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Thomas C. Leonard (1996)
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Non-Employee Director
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2012
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I
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Robert A. Schriesheim (2006)(1)(2)
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Non-Employee Director
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2012
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I
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(1) |
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Member of the Audit Committee |
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(2) |
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Member of the Compensation Committee |
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(3) |
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Member of the Nominating and Corporate Governance Committee |
Skyworks
Solutions, Inc. Proxy Statement 15
DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth for each director and executive
officer of the Company his position with the Company as of
March 15, 2010:
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Name
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Title
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David J. McLachlan
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Chairman of the Board
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David J. Aldrich
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President, Chief Executive Officer and Director
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Kevin L. Beebe
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Director
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Moiz M. Beguwala
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Director
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Timothy R. Furey
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Director
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Balakrishnan S. Iyer
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Director
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Thomas C. Leonard
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Director
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David P. McGlade
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Director
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Robert A. Schriesheim
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Director
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Donald W. Palette
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Vice President and Chief Financial Officer
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Bruce J. Freyman
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Vice President, Worldwide Operations
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Liam K. Griffin
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Senior Vice President, Sales and Marketing
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George M. LeVan
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Vice President, Human Resources
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Mark V.B. Tremallo
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Vice President, General Counsel and Secretary
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Gregory L. Waters
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Executive Vice President and General Manager,
Front-End Solutions
|
David J. Aldrich, age 53, has served as Chief
Executive Officer, President and Director of the Company since
April 2000. From September 1999 to April 2000, Mr. Aldrich
served as President and Chief Operating Officer. From May 1996
to May 1999, when he was appointed Executive Vice President,
Mr. Aldrich served as Vice President and General Manager of
the semiconductor products business unit. Mr. Aldrich
joined the Company in 1995 as Vice President, Chief Financial
Officer and Treasurer. From 1989 to 1995, Mr. Aldrich held
senior management positions at M/A-COM, Inc. (developer and
manufacturer of radio frequency and microwave semiconductors,
components and IP networking solutions), including Manager
Integrated Circuits Active Products, Corporate Vice President of
Strategic Planning, Director of Finance and Administration and
Director of Strategic Initiatives with the Microelectronics
Division. Mr. Aldrich has also served since February 2007
as a director of Belden Inc. (a publicly traded designer and
manufacturer of cable products and transmission solutions).
Kevin L. Beebe, age 50, has been a director since
January 2004. Since November 2007, he has been President and
Chief Executive Officer of 2BPartners, LLC (a partnership that
provides strategic, financial and operational advice to
investors and management, and whose clients include Carlyle
Group, GS Capital Partners, KKR and TPG Capital). Previously,
beginning in 1998, he was Group President of Operations at
ALLTEL Corporation, a telecommunications services company. From
1996 to 1998, Mr. Beebe served as Executive Vice President
of Operations for 360° Communications Co., a wireless
communication company. He has held a variety of executive and
senior management positions at several divisions of Sprint,
including Vice President of Operations and Vice President of
Marketing and Administration for Sprint Cellular, Director of
Marketing for Sprint North Central Division, Director of
Engineering and Operations Staff and Director of Product
Management and Business Development for Sprint Southeast
Division, as well as Staff Director of Product Services at
Sprint Corporation. Mr. Beebe began his career at
AT&T/Southwestern Bell as a Manager. Mr. Beebe also
serves as a director for SBA Communications Corporation (a
publicly traded North American operator of wireless
communications towers).
Moiz M. Beguwala, age 63, has been a director since
June 2002. He served as Senior Vice President and General
Manager of the Wireless Communications business unit of Conexant
from January 1999 to June 2002. Prior to Conexants
spin-off from Rockwell International Corporation,
Mr. Beguwala served as Vice President and General Manager,
Wireless Communications Division, Rockwell Semiconductor
Systems, Inc. from October 1998
Skyworks
Solutions, Inc. Proxy Statement 16
to December 1998; Vice President and General Manager Personal
Computing Division, Rockwell Semiconductor Systems, Inc. from
January 1998 to October 1998; and Vice President, Worldwide
Sales, Rockwell Semiconductor Systems, Inc. from October 1995 to
January 1998. Mr. Beguwala serves on the Board of Directors
of Powerwave Technologies, Inc. (a publicly traded wireless
solutions supplier for communications networks worldwide) and as
Chairman of the Board of RF Nano Corporation (a privately held
semiconductor company in Newport Beach, CA).
Timothy R. Furey, age 51, has been a director since
1998. He has been Chief Executive Officer of MarketBridge (a
privately owned sales and marketing strategy and technology
professional services firm) since 1991. His companys
clients include organizations such as IBM, British Telecom and
other global Fortune 500 companies selling complex
technology products and services into both OEM and end-user
markets. Prior to 1991, Mr. Furey held a variety of
consulting positions with Boston Consulting Group, Strategic
Planning Associates, Kaiser Associates and the Marketing Science
Institute.
Balakrishnan S. Iyer, age 53, has been a director
since June 2002. He served as Senior Vice President and Chief
Financial Officer of Conexant Systems, Inc. from October 1998 to
June 2003, and has been a director of Conexant since February
2002. Prior to joining Conexant, Mr. Iyer served as Senior
Vice President and Chief Financial Officer of VLSI Technology
Inc. Prior to that, he was corporate controller for Cypress
Semiconductor Corp. and Director of Finance for Advanced Micro
Devices, Inc. Mr. Iyer serves on the Board of Directors of
Conexant, Life Technologies Corp., Power Integrations, Inc.,
QLogic Corporation, and IHS Inc. (each a publicly traded
company).
Thomas C. Leonard, age 75, has been a director since
August 1996. From April 2000 until June 2002, he served as
Chairman of the Board of the Company, and from September 1999 to
April 2000, he served the Company as Chief Executive Officer.
From July 1996 to September 1999, he served as President and
Chief Executive Officer. Mr. Leonard joined the Company in
1992 as a Division General Manager and was elected a Vice
President in 1994. Mr. Leonard has over 30 years of
experience in the microwave industry, having held a variety of
executive and senior level management and marketing positions at
M/A-COM, Inc., Varian Associates, Inc. and Sylvania.
David P. McGlade, age 49, has been a director since
February 2005. Since April 2005, he has served as the Chief
Executive Officer and Deputy Chairman of Intelsat Global S.A. (a
privately held worldwide provider of fixed satellite services).
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. Before joining O2 UK, Mr. McGlade was President
of the Western Region for Sprint PCS.
David J. McLachlan, age 71, has been a director
since 2000 and Chairman of the Board since May 2008.
Mr. McLachlan served as a senior advisor to the Chairman
and Chief Executive Officer of Genzyme Corporation (a publicly
traded biotechnology company) from 1999 to 2004. He also was the
Executive Vice President and Chief Financial Officer of Genzyme
from 1989 to 1999. Prior to joining Genzyme, Mr. McLachlan
served as Vice President and Chief Financial Officer of
Adams-Russell Company (an electronic component supplier and
cable television franchise owner). Mr. McLachlan also
serves on the Board of Directors of Dyax Corp. (a publicly
traded biotechnology company) and HearUSA, Ltd. (a publicly
traded hearing care services company).
Robert A. Schriesheim, age 49, has been a director
since 2006. Mr. Schriesheim currently serves as the Chief
Financial Officer of Hewitt Associates, Inc. (a publicly traded
global human resources consulting and outsourcing company).
Previously, from October 2006 until December 2009, he was the
Executive Vice President, Chief Financial Officer and Principal
Financial Officer of Lawson Software, Inc. (a publicly traded
ERP software provider). From August 2002 to October 2006, he was
affiliated with ARCH Development Partners, LLC, a seed stage
venture capital fund. Before joining ARCH, Mr. Schriesheim
held executive positions at Global TeleSystems, SBC Equity
Partners, Ameritech, AC Nielsen, and Brooke Group Ltd.
Mr. Schriesheim is also a director of Lawson Software, Inc.
and Enfora (a privately held provider of intelligent wireless
machine-to-machine
modules and integrated platform solutions).
Donald W. Palette, age 52, joined the Company as
Vice President and Chief Financial Officer of Skyworks in August
2007. Previously, from May 2005 until August 2007,
Mr. Palette served as Senior Vice President, Finance and
Controller of Axcelis Technologies, Inc. (a publicly traded
semiconductor equipment manufacturer). Prior to
Skyworks
Solutions, Inc. Proxy Statement 17
May 2005, he was Axcelis Controller beginning in 1999,
Director of Finance beginning August 2000, and Vice President
and Treasurer beginning in 2003. Before joining Axcelis in 1999,
Mr. Palette was Controller of Financial
Reporting/Operations for Simplex, a leading manufacturer of fire
protection and security systems. Prior to that, Mr. Palette
was Director of Finance for Bell & Howells Mail
Processing Company, a leading manufacturer of high speed mail
insertion and sorting equipment.
Bruce J. Freyman, age 49, joined the Company as Vice
President, Worldwide Operations in May 2005. Previously, he
served as President and Chief Operating Officer of Amkor
Technology and also held various senior management positions,
including Executive Vice President of Operations from 2001 to
2004. Earlier, Mr. Freyman spent 10 years with
Motorola managing their semiconductor packaging operations for
portable communications products.
Liam K. Griffin, age 43, joined the Company in
August 2001 and serves as Senior Vice President, Sales and
Marketing. 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. His prior experience
included positions as a Marketing Manager at AT&T
Microelectronics, Inc. and Product and Process Engineer at
AT&T Network Systems. Mr. Griffin also serves as a
director of Vicor Corp. (a publicly traded designer, developer,
manufacturer and marketer of modular power components and
complete power systems).
George M. LeVan, age 64, has served as Vice
President, Human Resources since June 2002. Previously,
Mr. LeVan served as Director, Human Resources, from 1991 to
2002 and has managed the human resource department since joining
the Company in 1982. Prior to 1982, Mr. LeVan held human
resources positions at Data Terminal Systems, Inc., W.R.
Grace & Co., Compo Industries, Inc. and RCA.
Mark V.B. Tremallo, age 53, joined the Company in
April 2004 and serves as Vice President, General Counsel and
Secretary. Previously, from January 2003 to April 2004,
Mr. Tremallo was Senior Vice President and General Counsel
at TAC Worldwide Companies (a technical workforce solutions
provider). Prior to TAC, from May 1997 to May 2002, he was Vice
President, General Counsel and Secretary at Acterna Corp. (a
global communications test equipment and solutions provider).
Earlier, Mr. Tremallo served as Vice President, General
Counsel and Secretary at Cabot Safety Corporation.
Gregory L. Waters, age 49, joined the Company in
April 2003, and has served as Executive Vice President and
General Manager, Front-End Solutions since October 2006,
Executive Vice President beginning November 2005, and Vice
President and General Manager, Cellular Systems as of May 2004.
Previously, from February 2001 until April 2003, Mr. Waters
served as Senior Vice President of Strategy and Business
Development at Agere Systems and, beginning in 1998, held
positions there as Vice President of the Wireless Communications
business and Vice President of the Broadband Communications
business. Prior to working at Agere, Mr. Waters held a
variety of senior management positions within Texas Instruments,
including Director of Network Access Products and Director of
North American Sales.
CORPORATE
GOVERNANCE
General
Board of Director Meetings: The Board of
Directors met four (4) times during the fiscal year ended
October 2, 2009 (fiscal year 2009). Each
director attended at least 75% of the Board of Directors
meetings and the meetings of the committees of the Board of
Directors on which he served during fiscal year 2009.
Director Independence: Each year, the Board of
Directors 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 of Directors 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 of Directors has reviewed a number of
factors to evaluate the independence of each of its members.
These factors include its members current and historic
Skyworks
Solutions, Inc. Proxy Statement 18
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 Companys
Board of Directors is a director or executive officer. After
evaluating these factors, the Board of Directors has determined
that a majority of the members of the Board of Directors,
namely, Kevin L. Beebe, Moiz M. Beguwala, Timothy R. Furey,
Balakrishnan S. Iyer, Thomas C. Leonard, David J. McLachlan,
David P. McGlade and Robert A. Schriesheim, do not have any
relationships that would interfere with the exercise of
independent judgment in carrying out their responsibilities as a
director and are independent directors of the Company under
applicable NASDAQ Rules.
Corporate Governance Guidelines: The Board of
Directors has adopted corporate governance practices to help
fulfill its responsibilities to the stockholders in overseeing
the work of management and the Companys business results.
These guidelines are intended to ensure that the Board of
Directors has the necessary authority and practices in place to
review and evaluate the Companys business operations, as
needed, and to make decisions that are independent of the
Companys management. In addition, the guidelines are
intended to align the interests of directors and management with
those of the Companys stockholders. A copy of the
Companys Corporate Governance Guidelines is available on
the Investor Relations portion the Companys website at:
http://www.skyworksinc.com.
In accordance with these Corporate Governance Guidelines,
independent members of the Board of Directors of the Company met
in executive session without management present four
(4) times during fiscal year 2009. The Chairman of the
Board serves as presiding director for these meetings.
Stockholder Communications: Our stockholders
may communicate directly with the Board of Directors as a whole
or to individual directors by writing directly to those
individuals at the following address: 20 Sylvan Road, Woburn, MA
01801. 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 of Directors,
any mail received at the Companys corporate office to the
address specified by such director and the Chairman of the Board.
Codes of Ethics: We have adopted a Code of
Business Conduct and Ethics that applies to all of our
employees, officers and directors (the Code), as
well as a Code of Ethics for Principal Financial Officers. The
Code 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,
which is located 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 pursuant to rules of the SEC and the NASDAQ Rules by
posting any such amendment or waivers on our website and
disclosing any such waivers in a
Form 8-K
filed with the SEC.
Executive Officer Stock Ownership
Requirements. We have adopted an Executive
Officer Stock Ownership program that requires our executive
officers, including our Named Executive Officers, to hold a
significant equity interest in Skyworks and aims to more closely
align the interests of our executive officers with those of our
stockholders. The minimum number of shares of our common stock
that the guidelines require our Named Executive Officers to hold
while serving in their capacity as executive officers is as
follows:
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Position
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Minimum Share
Requirement
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President and Chief Executive Officer
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Lesser of (a) number of shares with a FMV equal to 3x
current base salary or (b) 251,000 shares
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VP and Chief Financial Officer; Executive Vice President
and GM FES; Senior Vice President Sales and Marketing; Vice
President, Worldwide Operations
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Lesser of (a) number of shares with a FMV equal to 1.5x
current base salary or (b) 69,000, 79,000, 74,000 or
74,000 shares, respectively.
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Currently serving executive officers must attain their
stipulated ownership levels by September 16, 2011. Any new
executive officer the Company may hire must comply with the
stock ownership requirements by the fifth
Skyworks
Solutions, Inc. Proxy Statement 19
anniversary of the date that such officer commences service with
us. The Compensation Committee intends to monitor holdings to
ensure that each named executive officer meets his stock
ownership guidelines requirements within the applicable
timeframe.
COMMITTEES
OF THE BOARD OF DIRECTORS
The Board of Directors has a standing Audit Committee,
Compensation Committee, and Nominating and Corporate Governance
Committee.
Audit Committee: We have established an Audit
Committee comprised of the following individuals, each of whom
qualifies as independent within the meaning of the applicable
NASDAQ Rules and meets the criteria for independence set forth
in
Rule 10A-3(b)(1)
under the Exchange Act: Messrs. Schriesheim (Chairman),
Beebe, Iyer, Beguwala and McLachlan.
The primary responsibility of the Audit Committee is the
oversight of the quality and integrity of the Companys
financial statements, the Companys 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 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
Committees authority are more particularly described in
the Companys Audit Committee Charter, which the Board of
Directors adopted and is reviewed annually by the committee and
is available on the Investor Relations portion of our website
at:
http://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 pre-approved by the Audit Committee. The
Audit Committee pre-approved all audit and non-audit services
provided by KPMG LLP for fiscal year 2009. The Audit Committee
met eight (8) times during fiscal year 2009.
Audit Committee Financial Expert: The Board of
Directors has determined that each of Mr. Schriesheim
(Chairman), Mr. Iyer and Mr. McLachlan, 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.
Compensation Committee: We have also
established a Compensation Committee comprised of the following
individuals, each of whom qualifies as independent within the
meaning of the applicable NASDAQ Rules: Messrs. Furey
(Chairman), Beebe, McGlade and Schriesheim. The Compensation
Committee met four (4) times during fiscal year 2009. 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 Board of Directors has adopted a written
charter for the Compensation Committee, and it is available on
the Investor Relations portion of the Companys website at:
http://www.skyworksinc.com.
The Compensation Committee has engaged Aon/Radford Consulting to
assist it in determining the components and amount of executive
compensation. The consultant 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 process and procedures followed by the Compensation
Committee in considering and determining executive and director
compensation are described below under the heading
Compensation Discussion and Analysis.
Skyworks
Solutions, Inc. Proxy Statement 20
Nominating and Corporate Governance
Committee: The members of the Nominating and
Corporate Governance Committee, each of whom the Board of
Directors has determined is independent within the meaning of
applicable NASDAQ Rules, are Messrs. Iyer (Chairman),
Beguwala, Furey, McGlade, and McLachlan. The Nominating and
Corporate Governance Committee met three (3) times during
fiscal year 2009. The Nominating and Corporate Governance
Committee is responsible for evaluating and recommending
individuals for election or re-election to the Board of
Directors and its committees, including any recommendations that
may be submitted by stockholders, the evaluation of the
performance of the Board of Directors and its committees, and
the evaluation and recommendation of the corporate governance
policies. These and other aspects of the Nominating and
Corporate Governance Committees authority are more
particularly described in the Nominating and Corporate
Governance Committee Charter, which the Board of Directors
adopted and is available on the Investor Relations portion of
the Companys website at:
http://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
of Directors, with the objective of recommending a group that
can best manage the business and affairs of the Company and
represent the interests of the Companys stockholders using
its diversity of experience. The committee seeks directors who
possess certain minimum qualifications, including the following:
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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.
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A director (other than an
employee-director)
must be free from any relationship that, in the opinion of the
Board of Directors, would interfere with the exercise of his or
her independent judgment as a member of the Board of Directors
or of a Board committee.
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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 of Directors:
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Economic, technical, scientific, academic, financial,
accounting, legal, marketing, or other expertise applicable to
the business of the Company;
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Leadership or substantial achievement in their particular fields;
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Demonstrated ability to exercise sound business judgment;
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Integrity and high moral and ethical character;
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|
Potential to contribute to the diversity of viewpoints,
backgrounds, or experiences of the Board of Directors as a whole;
|
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|
|
Capacity and desire to represent the balanced, best interests of
the Company as a whole and not primarily a special interest
group or constituency;
|
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|
Ability to work well with others;
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|
High degree of interest in the business of the Company;
|
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Dedication to the success of the Company;
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Commitment to the responsibilities of a director; and
|
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|
International business or professional experience.
|
In addition, the committee will consider that a majority of the
Board of Directors must meet the independence requirements of
the applicable NASDAQ Rules. The Company expects that a
directors existing and future commitments will not
materially interfere with such directors obligations to
the Company. For candidates who are incumbent directors, the
committee considers each directors past attendance at
meetings and participation in and contributions to the
activities of the Board of Directors. The committee identifies
candidates for director nominees
Skyworks
Solutions, Inc. Proxy Statement 21
in consultation with the Chief Executive Officer of the Company
and the Chairman of the Board of Directors, 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 taking into account the overall composition
and needs of the Board of Directors. Based on the results of the
evaluation process, the committee recommends candidates for
director nominees for election to the Board of Directors.
The Nominating and Corporate Governance Committee will consider
director candidates recommended by stockholders provided the
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. To date, the Nominating and Corporate Governance
Committee has not received a recommendation for a director
nominee from any stockholder of the Company.
Stockholders who wish to recommend individuals for consideration
by the Nominating and Corporate Governance Committee to become
nominees for election to the Board of Directors in 2011 may
do so by submitting a written recommendation to the committee
not later than December 31, 2010, in accordance with the
procedures set forth below in this Proxy Statement under the
heading Stockholder Proposals. For nominees for
election to the Board of Directors proposed by stockholders to
be considered, the recommendation for nomination must be in
writing and must include the following information:
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Name of the stockholder, whether an entity or an individual,
making the recommendation;
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A written statement disclosing such stockholders
beneficial ownership of the Companys capital stock;
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Name of the individual recommended for consideration as a
director nominee;
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A written statement from the stockholder making the
recommendation stating why such recommended candidate would be
able to fulfill the duties of a director;
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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;
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A written statement disclosing the recommended candidates
beneficial ownership of the Companys capital
stock; and
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A written statement disclosing relationships between the
recommended candidate and the Company which may constitute a
conflict of interest.
|
Nominations may be sent to the attention of the committee via
U.S. mail or expedited delivery service to Skyworks
Solutions, Inc., 20 Sylvan Road, Woburn, Massachusetts 01801,
Attn: Nominating and Corporate Governance Committee,
c/o Secretary
of Skyworks Solutions, Inc.
Skyworks
Solutions, Inc. Proxy Statement 22
PROPOSAL 2
RATIFICATION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected KPMG LLP as the Companys
independent registered public accounting firm for the current
fiscal year ending October 1, 2010 (fiscal year
2010), 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 the fiscal year ended October 2, 2009, and
has been the independent registered public accounting firm for
the Companys predecessor, Alpha Industries, Inc., since
1975. We are asking the stockholders to ratify the appointment
of KPMG LLP as the Companys independent registered public
accounting firm for the fiscal year 2010.
Representatives of KPMG LLP are expected to attend the Annual
Meeting. 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
Companys independent registered public accounting firm is
not required by the Companys 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 in person 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 Companys 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 Companys 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
Skyworks
Solutions, Inc. Proxy Statement 23
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. The
Audit Committee is composed of five directors, each of whom 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
of Directors.
Management is responsible for the Companys internal
control and financial reporting process. The Companys
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. The Audit Committees 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
Companys independent registered public accounting firm,
and reviewed and discussed the audited financial statements for
the year ended October 2, 2009, results of the internal and
external audit examinations, evaluations of the Companys
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 the statement on Auditing Standards
No. 61, as amended (AICPA, Professional Standards , Vol. 1.
AU section 380), as adopted by the Public Company
Accounting Oversight Board in Rule 3200T. In addition, the
Audit Committee has received the written disclosures and the
letter from its independent registered public accounting firm
required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent
accountants communications with the Audit Committee
concerning independence and has discussed with the independent
registered public accounting firm the independent registered
public accounting firms independence from the Company and
its management, including the matters in the written disclosures
and letter which were received by the committee from such firm.
Based upon the Audit Committees review and discussions
described above, the Audit Committee recommended that the Board
of Directors include the audited consolidated financial
statements in the Companys Annual Report on
Form 10-K
for the year ended October 2, 2009, as filed with the SEC.
The Audit Committee
Kevin L. Beebe
Moiz M. Beguwala
Balakrishnan S. Iyer
David J. McLachlan
Robert A. Schriesheim, Chairman
Skyworks
Solutions, Inc. Proxy Statement 24
AUDIT
FEES
KPMG LLP provided audit services to the Company consisting of
the annual audit of the Companys fiscal 2009 consolidated
financial statements contained in the Companys Annual
Report on
Form 10-K
and reviews of the financial statements contained in the
Companys Quarterly Reports on
Form 10-Q
for fiscal year 2009. The following table summarizes the fees of
KPMG LLP billed to the Company for the last two fiscal years.
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Fiscal Year
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|
Fiscal Year
|
|
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|
Fee Category
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|
2009
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|
|
% of Total
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|
2008
|
|
|
% of Total
|
|
|
Audit Fees Integrated Audit(1)
|
|
$
|
1,215,000
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|
|
97
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%
|
|
$
|
1,356,000
|
|
|
|
97
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%
|
Audit-Related Fees(2)
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|
5,000
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|
|
0
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%
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|
|
|
|
0
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%
|
Tax Fees(3)
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|
33,000
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|
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|
3
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%
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|
45,000
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|
|
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3
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%
|
All Other Fees(4)
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|
|
2,000
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|
|
|
0
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%
|
|
|
2,000
|
|
|
|
0
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%
|
|
|
|
|
|
|
|
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|
Total Fees
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|
$
|
1,255,000
|
|
|
|
100
|
%
|
|
$
|
1,403,000
|
|
|
|
100
|
%
|
|
|
|
|
|
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(1) |
|
Audit fees consist of fees for the audit of our financial
statements, the review of the interim financial statements
included in our quarterly reports on
Form 10-Q,
and other professional services provided in connection with
statutory and regulatory filings or engagements. Fiscal year
2009 and fiscal year 2008 audit fees also 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 for assurance and related
services that are reasonably related to the performance of the
audit and the review of our financial statements and which are
not reported under Audit Fees. These services relate
to registration statement filings and consultations concerning
financial accounting and reporting standards. |
|
(3) |
|
Tax fees consist of fees for tax compliance, tax advice and tax
planning services. Tax compliance services, which relate to
preparation or review of original and amended tax returns,
claims for refunds and tax payment-planning services, accounted
for $33,000 and $45,000 of the total tax fees for fiscal year
2009 and 2008, respectively. Tax advice and tax planning
services relate to assistance with tax audits. |
|
(4) |
|
All other fees for fiscal year 2009 and 2008 consist of licenses
for accounting research software. |
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.
The policy requires that all services to be provided by its
independent registered public accounting firm, including audit
services and permitted audit-related and non-audit services,
must be pre-approved by the Audit Committee. The Audit Committee
pre-approved all audit and non-audit services provided by KPMG
LLP during fiscal 2009 and fiscal 2008.
Skyworks
Solutions, Inc. Proxy Statement 25
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 of Directors
that the Compensation Discussion and Analysis be included in
this Proxy Statement for the 2010 Annual Meeting of the
Stockholders.
The Compensation Committee
Kevin L. Beebe
Timothy R. Furey, Chairman
David P. McGlade
Robert A. Schriesheim
Skyworks
Solutions, Inc. Proxy Statement 26
INFORMATION
ABOUT EXECUTIVE AND DIRECTOR COMPENSATION
COMPENSATION
DISCUSSION AND ANALYSIS
Who
Sets Compensation for Senior Executives?
The Compensation Committee, which is comprised solely of
independent directors within the meaning of applicable NASDAQ
Rules, outside directors within the meaning of Section 162
of the Internal Revenue Code (Section 162(m))
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 Chief
Executive Officer, our Chief Financial Officer and each of our
other executive officers, as well as any other officers or
employees who report directly to the Chief Executive Officer.
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 2009 as determined
under the rules of the SEC. We refer to this group of executive
officers as our Named Executive Officers.
What
are the Objectives of Our Compensation Program?
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 Companys financial
performance and increases in stockholder value. Accordingly, the
Compensation Committees goals in establishing our
executive compensation program include:
(1) ensuring that our executive compensation program is
competitive with a group of companies in the semiconductor
industry with which we compete for executive talent;
(2) 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;
(3) providing short-term variable compensation that
motivates executives and rewards them for achieving financial
performance targets;
(4) providing long-term stock-based compensation that
aligns the interest of our executives with stockholders and
rewards them for increases in stockholder value; and
(5) ensuring that our executive compensation program is
perceived as fundamentally fair to all of our employees.
How Do
We Determine the Components and Amount of Compensation to
Pay?
The Compensation Committee sets compensation for the Named
Executive Officers, including salary, short-term incentives and
long-term stock-based awards, at levels generally intended to be
competitive with the compensation of comparable executives in
semiconductor companies with which the Company competes for
executive talent.
Retention
of Compensation Consultant
The Compensation Committee has engaged Aon/Radford Consulting to
assist the Compensation Committee in determining the components
and amount of executive compensation. The consultant reports
directly to the Compensation Committee, through its chairperson,
and the Compensation Committee retains the right to terminate or
replace the consultant at any time. The consultant advises the
Compensation Committee on such compensation matters as are
requested by the Compensation Committee. The Compensation
Committee considers the consultants advice on such matters
in addition to any other information or factors it considers
relevant in making its compensation determinations.
Skyworks
Solutions, Inc. Proxy Statement 27
Role
of Chief Executive Officer
The Compensation Committee also considers the recommendations of
the Chief Executive Officer regarding the compensation of each
of his direct reports, including the other Named Executive
Officers. These recommendations include an assessment of each
individuals responsibilities, experience, individual
performance and contribution to the Companys performance,
and also generally takes into account internal factors such as
historical compensation and level in the organization, in
addition to external factors such as the current environment for
attracting and retaining executives.
Establishment
of Comparator Group Data
In determining compensation for each of the Named Executive
Officers, the committee utilizes Comparator Group
data for each position. For fiscal year 2009, the Compensation
Committee approved Comparator Group data consisting of a
50/50
blend of (i) Aon/Radford survey data of 45 semiconductor
companies1
and (ii) the public peer group data for 14
publicly-traded semiconductor companies with which the Company
competes for executive talent (the Peer Group):
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*Anadigics *Analog Devices *Broadcom
*Cypress Semiconductor
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*Fairchild Semiconductor
*Integrated Device Technology
*Intersil *Linear Technology
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*LSI Logic
*National Semiconductor
*ON Semiconductor
*RF Micro Devices
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*Silicon Laboratories
*TriQuint Semiconductor
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Utilization
of Comparator Group Data
The Compensation Committee annually compares the components and
amounts of compensation that we provide to our Chief Executive
Officer and other Named Executive Officers with the components
and amounts of compensation provided to their counterparts in
the Comparator Group and uses this comparison data as a
guideline in its review and determination of base salaries,
short-term incentives and long-term stock-based compensation
awards. In addition, in setting fiscal year 2009 compensation,
the Compensation Committee sought and received input from its
consultant regarding the base salaries for the Chief Executive
Officer and each of his direct reports, the award levels and
performance targets relating to the short-term incentive program
for executive officers, and the individual stock-based
compensation awards for executive officers, as well as the
related vesting schedules.
After reviewing the data and considering the input, the
Compensation Committee established (and the full Board of
Directors was advised of) the base salary, short-term incentive
target and long-term stock-based compensation award for each
Named Executive Officer. In establishing individual
compensation, the Compensation Committee also considered the
input of the Chief Executive Officer, as well as the individual
experience and performance of the executive.
In determining the compensation of our Chief Executive Officer,
our 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 a chief executive officer with the
strategic, financial and leadership skills necessary to ensure
our continued growth and success, (iii) the Chief Executive
Officers role relative to other Named Executive Officers
and (iv) the considerable length of his
15-year
service to the Company. Aon/Radford advised the Compensation
Committee that the base salary, annual performance targets and
short-term incentive target opportunity, and equity-based
compensation for 2009 were competitive for chief executive
officers in the sector. The Chief Executive Officer was not
present during voting or deliberations of the Compensation
Committee
1 Where
sufficient data was not available in the semiconductor survey
data for example, for a VP/General Manager position
the Comparator Group data reflected survey data
regarding high-technology companies, which included a larger
survey sample. Semiconductor companies included in the survey
had average annual revenue of approximately $1 billion,
whereas the high-technology companies included in the survey
were segregated based on the annual revenue of the general
managers business unit.
Skyworks
Solutions, Inc. Proxy Statement 28
concerning his compensation. As stated above, however, the
Compensation Committee did consider the recommendations of the
Chief Executive Officer regarding the compensation of all of his
direct reports, including the other Named Executive Officers.
What
are the Components of Executive Compensation?
The key elements of compensation for our Named Executive
Officers are base salary, short-term incentives, long-term
stock-based incentives, 401(k) plan retirement benefits, and
medical and insurance benefits. Consistent with our objective of
ensuring that executive compensation is perceived as fair to all
employees, the Named Executive Officers do not receive any
retirement benefits beyond those generally available to our
full-time employees, and we do not provide medical or insurance
benefits to Named Executive Officers that are different from
those offered to other full-time employees.
Base
Salary
Base salaries provide our executive officers with a degree of
financial certainty and stability. The Compensation Committee
determines a competitive base salary for each executive officer
using the Comparator Group data and input provided by its
consultant. Based on these factors, base salaries of the Named
Executive Officers for fiscal year 2009 were generally targeted
at the Comparator Group median, with consideration given to
role, responsibility, performance and length of service. After
taking these factors into account, the base salary increase for
each Named Executive Officer for fiscal year 2009 was
approximately 4%, with the exception of the Chief Financial
Officer, who received a 10% increase in order to bring his base
salary closer to the median.
Short-Term
Incentives
Our short-term incentive compensation plan for executive
officers is established annually by the Compensation Committee.
For fiscal year 2009, the Compensation Committee adopted the
2009 Executive Incentive Plan (the Incentive Plan).
The Incentive Plan established short-term incentive awards that
could be earned semi-annually by certain officers of the
Company, including the Named Executive Officers, based on the
Companys achievement of certain corporate performance
metrics established on a semi-annual basis. Short-term
incentives are intended to motivate and reward executives by
tying a significant portion of their total compensation to the
Companys achievement of pre-established performance
metrics that are generally short-term (i.e., less than one
year). In establishing the short-term incentive plan, the
Compensation Committee first determined a competitive short-term
incentive target for each Named Executive Officer based on the
Comparator Group data, and then set threshold, target and
maximum incentive payment levels. At the target payout level,
Skyworks short-term incentive was designed to result in an
incentive payout equal to the median of the Comparator Group,
while a maximum incentive payout for exceeding the performance
metrics would result in a payout above the median of the
Comparator Group, and a threshold payout for meeting the minimal
corporate performance metrics would result in a payout below the
median. The following table shows the incentive payment levels
the Named Executive Officers could earn in fiscal year 2009
(shown as a percentage of base salary), depending on the
Companys achievement of the performance metrics. Actual
performance between the threshold and the target metrics or
between the target and maximum metrics was determined based on a
linear sliding scale.
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Threshold
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Target
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|
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Maximum
|
|
|
Chief Executive Officer
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50
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%
|
|
|
100
|
%
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200
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%
|
Other Named Executive Officers
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30
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%
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60
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%
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120
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%
|
For fiscal year 2009, in establishing the Incentive Plan, the
Compensation Committee considered the fact that for the first
half of fiscal 2009 our primary corporate goal was to increase
revenue in excess of the market growth rate by gaining market
share, while at the same time leveraging our fixed cost
structure to generate higher earnings. As in the prior year, for
fiscal year 2009, the Compensation Committee split the Incentive
Plan into two six month performance periods, with the
performance metrics focused on achieving business unit revenue,
non-GAAP gross
Skyworks
Solutions, Inc. Proxy Statement 29
margin and specified non-GAAP operating margin targets, in
addition to a cash and customer satisfaction metric. The
weighting of the different metrics for the first half of fiscal
year 2009 is set forth as follows.
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Non-
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Non-GAAP
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GAAP
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Customer
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Operating
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Gross
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Satisfaction
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Cash
|
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Revenue
|
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Margin %
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Margin %
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Metric
|
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Metric
|
|
|
President and Chief Executive Officer; Vice President and Chief
Financial Officer
|
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20%
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40%
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|
20%
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10%
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10%
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|
Vice President, Worldwide Operations
|
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20%
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20%
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40%
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10%
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10%
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|
Executive Vice President and General Manager, Front-End Solutions
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30% (based on business unit revenue)
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20% (based on business unit OM%)
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30%
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10%
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10%
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|
Senior Vice President, Sales and Marketing
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30%
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30% (based on business unit OM%)
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20%
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10%
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10%
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|
For the first half of fiscal 2009, each executive officers
incentive award was consistent with the metrics set forth above,
although the Compensation Committee exercised discretion
permitted by the plan to make such award payments by waiving the
minimum operating income margin metric, given that the Company
nearly achieved such objective despite the severe and
unanticipated economic downturn that occurred during the first
half of fiscal 2009. The Company only made payments for the
performance metrics that were achieved, and no payment was made
based on the operating income margin metric. Accordingly, the
Chief Executive Officer, Vice-President and Chief Financial
Officer, Executive Vice President and General Manager, Front-End
Solutions, Senior Vice President, Sales and Marketing, and Vice
President, Worldwide Operations earned a first half incentive
award equal to approximately 14%, 8%, 14%, 26% and 11% of their
annual base salary, respectively. In addition, in recognition of
their contributions to the Companys performance during the
first half of fiscal 2009, the Compensation Committee approved
payments to approximately 800 other non-executive employees
under non-executive incentive plans containing terms and
conditions similar to the Incentive Plan. Consistent with the
Incentive Plan (and other employee incentive plans), actual
payments for the first six month performance period were capped
at 80% of the award earned, with 20% of the award held back
until the end of the fiscal year to ensure sustained financial
performance. The amount held back was subsequently paid after
the end of the fiscal year since the Company sustained its
financial performance throughout fiscal year 2009.
Skyworks
Solutions, Inc. Proxy Statement 30
For the second half of fiscal year 2009, the Committee again
established performance metrics based on achieving specified
revenue, non-GAAP gross margin, non-GAAP operating margin
targets and a cash and customer satisfaction metric. The
weighting of the different metrics for the second half of fiscal
year 2009 is set forth as follows.
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Non-
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Non-GAAP
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GAAP
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Customer
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Operating
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|
Gross
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|
Satisfaction
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Cash
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Revenue
|
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Margin %
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Margin %
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Metric
|
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Metric
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|
President and Chief Executive Officer; Vice President and Chief
Financial Officer
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20%
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40%
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|
20%
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10%
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10%
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|
Vice President, Worldwide Operations
|
|
20%
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|
20%
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|
40%
|
|
|
|
10%
|
|
|
|
10%
|
|
Executive Vice President and General Manager, Front-End Solutions
|
|
10% (based on corporate revenue) 30% (based on business unit
revenue)
|
|
20% (based on business unit OM%)
|
|
|
30%
|
|
|
|
10%
|
|
|
|
0%
|
|
Senior Vice President, Sales and Marketing
|
|
30%
|
|
10% (based on corporate OM%) 20% (based on business unit
OM%)
|
|
|
20%
|
|
|
|
10%
|
|
|
|
10%
|
|
In determining the weightings among the Named Executive
Officers, the Compensation Committees goal was to align
the incentive compensation of each Named Executive Officer with
the performance metrics such executive could most impact. For
instance, the performance metrics for the Chief Executive
Officer, Vice-President and Chief Financial Officer and Vice
President, Worldwide Operations were designed to focus such
executives on improving the Companys competitive position
and achieving profitable growth overall. The performance metrics
for the Executive Vice President and General Manager, Front-End
Solutions were designed to focus such executive on business unit
revenue (i.e., the ramping of new products and expansion of the
customer base), and the performance metrics for the Senior Vice
President, Sales and Marketing were designed to focus such
executive on increasing overall corporate revenue while at the
same time increasing gross margin.
In the second half of the year, the Company met or exceeded its
targets. Accordingly, the Chief Executive Officer,
Vice-President and Chief Financial Officer, Executive Vice
President and General Manager, Front-End Solutions, Senior Vice
President, Sales and Marketing, and Vice President, Worldwide
Operations earned a second half incentive award equal to
approximately 95%, 57%, 57%, 57% and 57% of their annual base
salary, respectively. The Compensation Committee determined to
pay, in lieu of cash, unrestricted common stock of the Company
for the portion of each of the Named Executive Officers
second half short-term incentive earned above the
target level. Accordingly, the Chief Executive
Officer, the Vice-President and Chief Financial Officer, the
Executive Vice President and General Manager, Front-End
Solutions, Senior Vice President, Sales and Marketing, and the
Vice President, Worldwide Operations each received approximately
47% of their respective second half incentive payments in the
form of unrestricted common stock of the Company. In addition,
the 20% holdback of the first half incentive was
paid out to each executive officer due to the Companys
sustained financial performance.
For the full fiscal year, the total payments under the Incentive
Plan to the Chief Executive Officer, Vice-President and Chief
Financial Officer, the Executive Vice President and General
Manager, Front-End Solutions, the Senior Vice President, Sales
and Marketing, and the Vice President, Worldwide Operations were
approximately 109%, 65%, 71%, 83% and 68% of their respective
annual base salaries.
Skyworks
Solutions, Inc. Proxy Statement 31
The target financial performance metrics established by the
Compensation Committee under the Incentive Plan are based on our
historical operating results and growth rates as well as our
expected future results, and are designed to require significant
effort and operational success on the part of our executives and
the Company. The maximum financial performance metrics
established by the Committee have historically been difficult to
achieve and are designed to represent outstanding performance
that the Committee believes should be rewarded. The Compensation
Committee retains the discretion, based on the recommendation of
the Chief Executive Officer, to make payments even if the
threshold performance metrics are not met or to make payments in
excess of the maximum level if the Companys performance
exceeds the maximum metrics. The Compensation Committee believes
it is appropriate to retain this discretion in order to make
short-term incentive awards in extraordinary circumstances, such
as existed during the severe and unanticipated economic downturn
that occurred during the first half of fiscal 2009.
Long-Term
Stock-Based Compensation
The Compensation Committee generally makes stock-based
compensation awards to executive officers on an annual basis.
Stock-based compensation awards are intended to align the
interests of our executive officers with stockholders, and
reward them for increases in stockholder value over long periods
of time (i.e., greater than one year). It is the Companys
practice to make stock-based compensation awards to executive
officers in November of each year at a pre-scheduled
Compensation Committee meeting. For fiscal year 2009, the
Compensation Committee made awards to executive officers,
including certain Named Executive Officers, on November 4,
2008, at a regularly scheduled Compensation Committee meeting.
Stock options awarded to executive officers at the meeting had
an exercise price equal to the closing price of the
Companys common stock on the meeting date.
In making stock-based compensation awards to certain executive
officers for fiscal year 2009, the Compensation Committee first
reviewed the Comparator Group data to determine the percentage
of the outstanding number of shares that are typically used for
employee compensation programs. The Compensation Committee then
set the number of Skyworks shares of common stock that would be
made available for executive officer awards at approximately the
median of the Comparator Group based on the business need,
internal and external circumstances and RiskMetrics/ISS
guidelines. The Compensation Committee then reviewed the
Comparator Group by executive position to determine the
allocation of the available shares among the executive officers.
The Compensation Committee then attributed a long-term
equity-based compensation value to each executive officer.
One-half of that value was converted to a number of stock
options using an estimated Black-Scholes value, and the
remaining half of the value was converted to a number of
performance share awards (at target) based on the fair market
value of the common stock. The Compensation Committees
rationale for awarding performance shares is to further align
the executives interest with those of the Companys
stockholders by using equity-awards that will vest only if the
Company achieves a pre-established performance metric(s).
In addition, given the significant changes in the economic
environment and the financial markets in the first half of
fiscal 2009, and that certain previously granted performance
share awards were not exempt from the deduction limitations
under Section 162(m), on June 4, 2009, the Company
gave each of its executive officers, including the Named
Executive Officers, the opportunity to forfeit an outstanding
Performance Share Award dated November 6, 2007, such
executive had previously been granted (the 2007 PSA)
and receive, in its place, the following equity awards:
(1) a restricted stock award (the 2009 Replacement
RSA) covering shares equal to the
Threshold/Nominal tranche of shares of the
Companys common stock that could be earned under the
executives 2007 PSA, which shares will vest on
November 6, 2010, provided that the executive continues
employment with the Company through such date, and
(2) a Section 162(m) compliant performance share award
(the 2009 Replacement PSA, and together with the
2009 Replacement RSA, the 2009 Replacement Awards)
pursuant to which the executive will receive a number of shares
of the Companys common stock equal to the aggregate amount
of the Target and
Skyworks
Solutions, Inc. Proxy Statement 32
Maximum/Stretch tranches of shares of the
Companys common stock that could be earned under the 2007
PSA, if certain conditions are satisfied. The conditions that
must be satisfied are as follows:
(a) Relative Stock Price Performance Condition
The Target relative stock price condition, which
covers 50% of the underlying shares, shall be deemed met on
November 6, 2010, if the percentage change in the price of
Skyworks common stock exceeds the 60th percentile of
the Peer
Group2
during the Measurement Period. The Stretch relative
stock price condition, which covers 50% of the underlying
shares, shall be deemed met on November 6, 2010, if the
percentage change in the price of Skyworks common stock
exceeds the 70th percentile of the Peer Group during the
Measurement Period. For purposes of the 2009 Replacement PSA,
the Measurement Period was deemed to have started on
November 6, 2007, and will end on November 6, 2010.
(b) Continued Employment Condition
If the Relative Stock Price Performance Condition is met for
either the Target or Stretch tranche (or
both), then 50% of the total shares for which the relative stock
price performance metric was met would be issuable to the
executive on November 6, 2010, and the other 50% of such
total shares would be issuable to the executive on
November 6, 2011, provided that the executive is employed
with Skyworks through such date(s).
Each of the Named Executive Officers accepted the Companys
offer and agreed to have his 2007 PSA cancelled and replaced
with the 2009 Replacement Awards. The maximum number of shares
issued under the 2009 Replacement Awards for each Named
Executive Officer on June 10, 2009, is equal to the maximum
number of shares that would have been issuable to such executive
under his cancelled 2007 PSA.
Other
Compensation and Benefits
We also 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 the Compensation Committees goal of
ensuring that executive compensation is perceived as fair to all
stakeholders, the Company offers medical plans, dental plans,
vision plans, life insurance plans and disability insurance
plans to executive officers under the same terms as such
benefits are offered to all other employees. Additionally,
executive officers are permitted to participate in the
Companys 401(k) Savings and Investment Plan and Employee
Stock Purchase Plan under the same terms as all other employees.
The Company does 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 the Company does not offer any SERP 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.
Although certain Named Executive Officers were historically
provided an opportunity to participate in the Companys
Executive Compensation Plan (the Executive Compensation
Plan) an unfunded, non-qualified deferred
compensation plan, under which participants were allowed to
defer a portion of their compensation as a result of
deferred compensation legislation under Section 409A of the
Internal Revenue Code (IRC), effective
December 31, 2005, the Company no longer permits employees
to make contributions to the plan. Although the Company had
discretion to make additional contributions to the accounts of
participants while the Executive Compensation Plan was active,
it never did so.
Severance
and Change of 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 and in connection with
terminations under certain circumstances following a change of
2 For
purposes of the 2009 Replacement PSAs, Maxim Integrated Products
was included in the Peer Group.
Skyworks
Solutions, Inc. Proxy Statement 33
control. A description of the material terms of our severance
and change of control arrangements with the Named Executive
Officers can be found under the Potential Payments Upon
Termination or Change of Control section below.
The Company 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
restrictive non-compete and non-solicit covenants for two years
after termination of employment. Outside of the change in
control context, severance benefits are payable to the Named
Executive Officers if their employment is involuntarily
terminated by the Company without cause, or if a Named Executive
Officer terminates his own employment for a good reason (as
defined in the agreement). In addition, provided he forfeits
certain equity awards and agrees to serve on the Companys
Board of Directors for a minimum of two years, the Chief
Executive Officer is entitled to certain severance benefits upon
termination of his employment for any reason on or after
January 1, 2010. The Compensation Committee believes that
this provision facilitates his retention with the Company. The
level of each Named Executive Officers severance or other
termination benefit is generally tied to his respective annual
base salary and targeted short-term incentive opportunity (or
past short-term incentive earned).
Additionally, the Named Executive Officers would receive
enhanced severance and other benefits if their employment
terminated under certain circumstances in connection with a
change in control of the Company. These benefits are described
in detail under the Potential Payments Upon Termination or
Change of Control section below. The Named Executive
Officers are also entitled to receive a tax
gross-up
payment (with a $500,000 cap for Named Executive Officers other
than the Chief Executive Officer) if they become subject to the
20% golden parachute excise tax imposed by Section 280G of
the IRC, as the Company believes that the executives should be
able to receive their contractual rights to severance without
being subject to punitive excise taxes. The Company further
believes these enhanced severance benefits are appropriate
because the occurrence, or potential occurrence, of a change in
control transaction would likely create uncertainty regarding
the continued employment of each Named Executive Officer, and
these enhanced severance protections 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 change in control
process.
Lastly, each Named Executive Officers outstanding unvested
stock options and restricted stock awards fully vest upon the
occurrence of a change in control. In addition, each outstanding
performance share award shall be deemed earned as to the greater
of (a) the target level or (b) the number
of shares that would have been deemed earned under the award as
of the day prior to the change in control. The Company believes
this accelerated vesting is appropriate given the importance of
long-term equity awards in our executive compensation program
and the uncertainty regarding the continued employment of Named
Executive Officers that typically occurs in a change in control
context. The Companys view is that this 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 and encourages 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.
Skyworks
Solutions, Inc. Proxy Statement 34
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
2009, fiscal year 2008 and fiscal year 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
All Other
|
|
|
|
|
|
|
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Total
|
Name and Principal
Position
|
|
Year
|
|
Salary ($)
|
|
($)(2)
|
|
($)(2)
|
|
($)(3)
|
|
($)(4)
|
|
($)
|
|
David J. Aldrich
|
|
|
2009
|
|
|
$
|
598,077
|
|
|
$
|
2,207,652
|
|
|
$
|
932,825
|
|
|
$
|
653,750
|
|
|
$
|
12,879
|
|
|
$
|
4,405,183
|
|
President and Chief Executive
|
|
|
2008
|
|
|
$
|
583,404
|
|
|
$
|
1,936,986
|
|
|
$
|
933,064
|
|
|
$
|
1,048,220
|
|
|
$
|
12,191
|
|
|
$
|
4,513,865
|
|
Officer
|
|
|
2007
|
|
|
$
|
552,000
|
|
|
$
|
837,318
|
|
|
$
|
719,233
|
|
|
$
|
691,276
|
|
|
$
|
11,838
|
|
|
$
|
2,811,665
|
|
Donald W. Palette
|
|
|
2009
|
|
|
$
|
327,692
|
|
|
$
|
346,441
|
|
|
$
|
268,214
|
|
|
$
|
215,738
|
|
|
$
|
11,471
|
|
|
$
|
1,169,556
|
|
Vice President and
|
|
|
2008
|
|
|
$
|
305,769
|
|
|
$
|
195,917
|
|
|
$
|
195,653
|
|
|
$
|
328,138
|
|
|
$
|
12,199
|
|
|
$
|
1,037,676
|
|
Chief Financial Officer
|
|
|
2007
|
(1)
|
|
$
|
34,615
|
|
|
$
|
5,005
|
|
|
$
|
18,507
|
|
|
$
|
56,354
|
|
|
$
|
340
|
|
|
$
|
114,821
|
|
Gregory L. Waters
|
|
|
2009
|
|
|
$
|
378,846
|
|
|
$
|
464,160
|
|
|
$
|
278,907
|
|
|
$
|
270,085
|
|
|
$
|
10,025
|
|
|
$
|
1,402,023
|
|
Executive Vice President and
|
|
|
2008
|
|
|
$
|
370,635
|
|
|
$
|
393,257
|
|
|
$
|
270,445
|
|
|
$
|
397,347
|
|
|
$
|
9,464
|
|
|
$
|
1,441,148
|
|
General Manager, Front-End Solutions
|
|
|
2007
|
|
|
$
|
353,000
|
|
|
$
|
240,198
|
|
|
$
|
325,824
|
|
|
$
|
252,715
|
|
|
$
|
9,810
|
|
|
$
|
1,181,547
|
|
Liam K. Griffin
|
|
|
2009
|
|
|
$
|
352,923
|
|
|
$
|
696,259
|
|
|
$
|
258,069
|
|
|
$
|
295,148
|
|
|
$
|
44,888
|
|
|
$
|
1,647,287
|
|
Senior Vice President,
|
|
|
2008
|
|
|
$
|
344,000
|
|
|
$
|
568,901
|
|
|
$
|
249,207
|
|
|
$
|
365,526
|
|
|
$
|
82,132
|
|
|
$
|
1,609,766
|
|
Sales and Marketing
|
|
|
2007
|
|
|
$
|
318,000
|
|
|
$
|
201,410
|
|
|
$
|
189,483
|
|
|
$
|
256,603
|
|
|
$
|
136,062
|
|
|
$
|
1,101,558
|
|
Bruce J. Freyman
|
|
|
2009
|
|
|
$
|
350,923
|
|
|
$
|
453,887
|
|
|
$
|
308,879
|
|
|
$
|
240,680
|
|
|
$
|
11,772
|
|
|
$
|
1,366,141
|
|
Vice President,
|
|
|
2008
|
|
|
$
|
343,000
|
|
|
$
|
344,246
|
|
|
$
|
313,207
|
|
|
$
|
335,879
|
|
|
$
|
11,218
|
|
|
$
|
1,347,550
|
|
Worldwide Operations
|
|
|
2007
|
|
|
$
|
325,000
|
|
|
$
|
121,820
|
|
|
$
|
258,473
|
|
|
$
|
262,252
|
|
|
$
|
10,189
|
|
|
$
|
977,734
|
|
|
|
|
(1) |
|
Mr. Palette was hired as Vice-President and Chief Financial
Officer effective August 20, 2007, at an annual salary of
$300,000. In addition, he was guaranteed a short-term incentive
payment for fiscal year 2007 equal to 25% of the incentive
payout he would have received under the 2007 Incentive Plan had
he been employed for the entire fiscal year. |
|
(2) |
|
The aggregate dollar amount of the expense recognized in fiscal
years 2009, 2008 and 2007 for outstanding stock and options was
determined in accordance with the provisions of ASC
718-Compensation-Stock Compensation (ASC
718), but without regard to any estimated forfeitures
related to service-based vesting provisions. For a description
of the assumptions used in calculating the fair value of equity
awards under ASC 718, see Note 11 of the
Companys financial statements included in the Original
Filing. The reported expense also reflects incremental expenses
relating to the 2009 Replacement Awards as follows:
Mr. Aldrich ($117,470), Mr. Palette ($13,705),
Mr. Waters ($15,663), Mr. Griffin ($39,157) and
Mr. Freyman ($19,578). |
|
(3) |
|
Reflects amounts paid to the Named Executive Officers pursuant
to the Incentive Plan. For the second half of fiscal years 2008
and 2009, the portion of the Incentive Plan attributable to
Company performance above the target performance
metric was paid in the form of unrestricted common stock of the
Company as follows: Mr. Aldrich (2008: $248,508; 2009:
$270,000), Mr. Palette (2008: $77,794; 2009: $89,100),
Mr. Waters (2008: $80,866; 2009: $102,600),
Mr. Griffin (2008: $87,342; 2009: $95,580) and
Mr. Freyman (2008: $64,839; 2009: $95,040). The number of
shares awarded in lieu of cash was based on the fair market
value of the common stock on November 4, 2008, and
November 10, 2009, the dates the second half Incentive Plan
payment for each fiscal year was approved by the Compensation
Committee. For fiscal year 2007, all short-term incentive
payments were made in cash. |
|
(4) |
|
All Other Compensation includes the Companys
contributions to each Named Executive Officers 401(k) plan
account and the cost of group term life insurance premiums.
Mr. Griffins amount includes subsidized mortgage and
miscellaneous relocation expenses of $72,381, $124,741 and
$34,548 for fiscal years 2007, 2008, and 2009, respectively. |
Skyworks
Solutions, Inc. Proxy Statement 35
Grants
of Plan-Based Awards Table
The following table summarizes all grants of plan-based awards
made to the Named Executive Officers in fiscal year 2009,
including incentive awards payable under our Fiscal Year 2009
Executive Incentive Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
or Base
|
|
Grant
|
|
|
|
|
Possible Payouts Under
|
|
Estimated Future Payouts
|
|
Number
|
|
Number of
|
|
Price of
|
|
Date Fair
|
|
|
|
|
Non-Equity Incentive
|
|
Under Equity Incentive
|
|
of Shares
|
|
Securities
|
|
Option
|
|
Value of
|
|
|
|
|
Plan Awards(1)
|
|
Plan Awards(2)
|
|
of Stock
|
|
Underlying
|
|
Awards
|
|
Stock and
|
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
or Units
|
|
Options
|
|
($/Sh)
|
|
Option
|
Name
|
|
Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)(3)
|
|
(4)
|
|
Awards(5)
|
|
David J. Aldrich
|
|
|
11/4/2008
|
|
|
$
|
300,000
|
|
|
$
|
600,000
|
|
|
$
|
1,200,000
|
|
|
|
75,000
|
|
|
|
150,000
|
|
|
|
300,000
|
|
|
|
n/a
|
|
|
|
300,000
|
|
|
$
|
7.18
|
|
|
$
|
3,505,921
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald W. Palette
|
|
|
11/4/2008
|
|
|
$
|
99,000
|
|
|
$
|
198,000
|
|
|
$
|
396,000
|
|
|
|
23,500
|
|
|
|
47,000
|
|
|
|
94,000
|
|
|
|
n/a
|
|
|
|
90,000
|
|
|
$
|
7.18
|
|
|
$
|
1,085,656
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory L. Waters
|
|
|
11/4/2008
|
|
|
$
|
114,000
|
|
|
$
|
228,000
|
|
|
$
|
456,000
|
|
|
|
26,000
|
|
|
|
52,000
|
|
|
|
104,000
|
|
|
|
n/a
|
|
|
|
100,000
|
|
|
$
|
7.18
|
|
|
$
|
1,202,520
|
|
Executive Vice President and General Manager, Front-End Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liam K. Griffin
|
|
|
11/4/2008
|
|
|
$
|
106,200
|
|
|
$
|
212,400
|
|
|
$
|
424,800
|
|
|
|
26,000
|
|
|
|
52,000
|
|
|
|
104,000
|
|
|
|
n/a
|
|
|
|
100,000
|
|
|
$
|
7.18
|
|
|
$
|
1,202,520
|
|
Senior Vice President, Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce J. Freyman
|
|
|
11/4/2008
|
|
|
$
|
105,600
|
|
|
$
|
211,200
|
|
|
$
|
422,400
|
|
|
|
23,500
|
|
|
|
47,000
|
|
|
|
94,000
|
|
|
|
n/a
|
|
|
|
90,000
|
|
|
$
|
7.18
|
|
|
$
|
1,085,656
|
|
Vice President, Worldwide Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Actual performance between the Threshold and Target metrics are
paid on a linear sliding scale beginning at the Threshold
percentage and moving up to the Target percentage. The same
linear scale applies for performance between Target and Maximum
metrics. 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 fiscal year 2009, the portion of the Incentive Plan payment
attributable to Company performance above the Target level for
the second half of the fiscal year was paid to the Named
Executive Officers in the form of unrestricted common stock of
the Company. |
|
(2) |
|
Represents performance share awards made on November 4,
2008, under the Companys 2005 Long-Term Incentive Plan
(the FY09 PSA). The FY09 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 required that the Company achieve certain
pre-established non-GAAP operating margin metrics (i.e.,
minimum, target and maximum
non-GAAP operating margin levels), with the minimum
number of shares equal to one-half (1/2) the target
share level, and the maximum number of shares equal
to two times (2x) the target share level. For
purposes of the FY09 PSAs, the non-GAAP operating
margin meant the Companys non-GAAP operating margin
for Fiscal Year 2009 as reported publicly by the Company
following the fiscal year end. Actual Company performance
between the minimum and the maximum
performance metrics was to be determined based on a linear
sliding scale. The continued employment condition of
the FY09 PSAs provides that, to the extent that the non-GAAP
operating margin performance metric is met for the fiscal year,
then one-third (33%) of the total shares for which the
performance metric was met would be issuable to the executive on
the first anniversary of the Grant Date, the next one-third
(33%) of such shares would be issuable to the executive on the
second anniversary of the Grant Date (the Second Issuance
Date) , and the final one-third (33%) of such shares would
be issuable to the Participant on the third anniversary of the
Grant Date (the Third Issuance Date), provided that
the executive continues employment with the Company through each
such vesting date(s). In the event of termination by reason of
death or permanent disability, the holder of an FY09 PSA (or his
or her estate) would receive any shares that would have been
issuable thereunder during the remaining term of the award
(i.e., earned but unissued shares). |
Skyworks
Solutions, Inc. Proxy Statement 36
|
|
|
(3) |
|
The options vest over four years at a rate of 25% per year
commencing one year after the date of grant, provided the holder
of the option remains employed by the Company. Options may not
be exercised beyond three months after the holder ceases to be
employed by the Company, except in the event of termination by
reason of death or permanent disability, in which event the
option may be exercised for specific periods not exceeding one
year following termination. |
|
(4) |
|
Stock options awarded to executive officers had an exercise
price equal to the closing price of the Companys common
stock on the grant date. |
|
(5) |
|
Amount reflects stock options and performance share awards
granted on November 4, 2008. The total excludes the
incremental FMV of the 2009 Replacement Awards as follows:
Mr. Aldrich ($775,200), Mr. Palette ($90,440),
Mr. Waters ($103,360), Mr. Griffin ($258,400) and
Mr. Freyman ($129,200). As described above in
Long-Term Stock Based Compensation, the 2009
Replacement Awards consisted of (a) the 2009 Replacement
RSAs that vest on November 6, 2010, as follows:
Mr. Aldrich (150,000 shares), Mr. Palette
(17,500 shares), Mr. Waters (20,000 shares),
Mr. Griffin (50,000 shares) and Mr. Freyman
(25,000 shares); and (b) the 2009 Replacement PSAs as
follows (at the maximum share level):
Mr. Aldrich (300,000 shares), Mr. Palette
(35,000 shares), Mr. Waters (40,000 shares),
Mr. Griffin (100,000 shares) and Mr. Freyman
(50,000 shares). The 2009 Replacement PSAs have both
performance and continued employment
conditions that must be met in order for the executive to
receive any shares underlying the award. The
performance condition requires that the percentage
change in the price of Skyworks common stock exceeds the
60th percentile (i.e., target level of shares, which
is equal to 50% of the total shares), and/or the 70th percentile
(i.e., the maximum level of shares, which is equal
to the other 50% of the total shares), of the Peer Group during
the Measurement Period. The percentage change in the price of
the common stock of the Company, as well as each member of the
Peer Group, during the Measurement Period will be determined by
comparing (x) the average of such entitys stock price
for the ninety (90) day period beginning on
November 6, 2007 to (y) the average of the
entitys stock price for the ninety (90) day period
ending on November 6, 2010. For purposes of calculating the
average price of the common stock of an entity during such
ninety (90) day periods, only trading days
(days on which the NASDAQ Global Select Market is open for
trading) shall be used in such calculation, and trading volume
on any such trading day will not be factored into such
calculation. For purposes of the 2009 Replacement PSAs, the
Measurement Period was deemed to have started on
November 6, 2007, and will end on November 6, 2010.
The continued employment condition provides that, if
the relative stock price performance condition is met for either
the Target or Maximum tranche (or both),
then 50% of the total shares for which the relative stock price
performance metric was met would be issuable to the executive on
November 6, 2010, and the other 50% of such total shares
would be issuable to the executive on or about November 6,
2011, provided that the executive is employed with Skyworks
through such date(s). In the event of termination by reason of
death or permanent disability on or before the measurement date
of a 2009 Replacement PSA, the holder (or his or her estate)
would receive the greater of (a) the Target level of shares
issuable or (2) the number of shares that would have been
issuable thereunder based on the actual performance of the
Company. In the event of termination by reason of death or
permanent disability after the measurement date of a 2009
Replacement PSA (but before shares are issued), the holder (or
his or her estate) would receive the number of shares that would
have been issuable thereunder based on the actual performance of
the Company. Upon the death or termination as a result of
permanent disability of the holder, all restrictions on the sale
of the 2009 Replacement RSAs would immediately lapse. |
Skyworks
Solutions, Inc. Proxy Statement 37
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 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Incentive
|
|
|
Option Awards
|
|
|
|
|
|
|
|
Plan
|
|
Plan
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Market or
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
Number
|
|
Market
|
|
Unearned
|
|
Payout Value
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
of Shares
|
|
Value of
|
|
Shares,
|
|
of Unearned
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
or Units
|
|
Shares or
|
|
Units or
|
|
Shares,
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
of Stock
|
|
Units of
|
|
Other
|
|
Units
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
That
|
|
Stock
|
|
Rights
|
|
or Other
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Have
|
|
That
|
|
That
|
|
Rights That
|
|
|
Options
|
|
Options
|
|
Unearned
|
|
Exercise
|
|
Option
|
|
Not
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
|
(#)
|
|
(#)
|
|
Options
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
(#)
|
|
($)
|
|
Date
|
|
(#)
|
|
($)(1)
|
|
(#)(9)
|
|
($)(1)
|
|
David J. Aldrich
|
|
|
75,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
44.688
|
|
|
|
4/26/10
|
|
|
|
210,000
|
(2)
|
|
$
|
2,499,000
|
|
|
|
300,000
|
|
|
$
|
3,570,000
|
|
President and Chief
|
|
|
75,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
28.938
|
|
|
|
10/6/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officer
|
|
|
160,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
13.563
|
|
|
|
4/4/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
175,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
12.650
|
|
|
|
4/25/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
9.180
|
|
|
|
1/7/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
274,254
|
|
|
|
0
|
(3)
|
|
|
0
|
|
|
$
|
8.930
|
|
|
|
11/10/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187,500
|
|
|
|
62,500
|
(4)
|
|
|
0
|
|
|
$
|
4.990
|
|
|
|
11/8/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,000
|
|
|
|
125,000
|
(5)
|
|
|
0
|
|
|
$
|
6.730
|
|
|
|
11/7/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,000
|
|
|
|
135,000
|
(6)
|
|
|
0
|
|
|
$
|
9.330
|
|
|
|
11/6/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
300,000
|
(10)
|
|
|
|
|
|
$
|
7.180
|
|
|
|
11/4/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald W. Palette
|
|
|
12,000
|
|
|
|
100,000
|
(7)
|
|
|
0
|
|
|
$
|
7.500
|
|
|
|
8/20/14
|
|
|
|
36,666
|
(2)
|
|
$
|
436,325
|
|
|
|
64,500
|
|
|
$
|
767,550
|
|
Vice President and
|
|
|
5,000
|
|
|
|
15,000
|
(6)
|
|
|
0
|
|
|
$
|
9.330
|
|
|
|
11/6/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
0
|
|
|
|
90,000
|
(10)
|
|
|
0
|
|
|
$
|
7.180
|
|
|
|
11/4/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory L. Waters
|
|
|
100,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
9.180
|
|
|
|
1/7/14
|
|
|
|
36,666
|
(2)
|
|
$
|
436,325
|
|
|
|
72,000
|
|
|
$
|
856,800
|
|
Executive Vice President
|
|
|
64,530
|
|
|
|
0
|
(3)
|
|
|
0
|
|
|
$
|
8.930
|
|
|
|
11/10/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and General Manager,
|
|
|
75,000
|
|
|
|
25,000
|
(4)
|
|
|
0
|
|
|
$
|
4.990
|
|
|
|
11/8/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Front-End Solutions
|
|
|
37,500
|
|
|
|
37,500
|
(5)
|
|
|
0
|
|
|
$
|
6.730
|
|
|
|
11/7/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,500
|
|
|
|
37,500
|
(6)
|
|
|
0
|
|
|
$
|
9.330
|
|
|
|
11/6/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
100,000
|
(10)
|
|
|
0
|
|
|
$
|
7.180
|
|
|
|
11/4/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liam K. Griffin
|
|
|
100,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
24.780
|
|
|
|
9/7/11
|
|
|
|
66,666
|
(2)
|
|
$
|
793,325
|
|
|
|
102,000
|
|
|
$
|
1,213,800
|
|
Senior Vice President,
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
12.650
|
|
|
|
4/25/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and Marketing
|
|
|
110,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
9.180
|
|
|
|
1/7/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,530
|
|
|
|
0
|
(3)
|
|
|
0
|
|
|
$
|
8.930
|
|
|
|
11/10/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
17,500
|
(4)
|
|
|
0
|
|
|
$
|
4.990
|
|
|
|
11/8/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,500
|
|
|
|
37,500
|
(5)
|
|
|
0
|
|
|
$
|
6.730
|
|
|
|
11/7/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,500
|
|
|
|
37,500
|
(6)
|
|
|
0
|
|
|
$
|
9.330
|
|
|
|
11/6/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
100,000
|
(10)
|
|
|
0
|
|
|
$
|
7.180
|
|
|
|
11/4/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce J. Freyman
|
|
|
150,000
|
|
|
|
0
|
(8)
|
|
|
0
|
|
|
$
|
5.120
|
|
|
|
5/2/15
|
|
|
|
40,000
|
(2)
|
|
$
|
476,000
|
|
|
|
72,000
|
|
|
$
|
856,800
|
|
Vice President,
|
|
|
30,000
|
|
|
|
10,000
|
(4)
|
|
|
0
|
|
|
$
|
4.990
|
|
|
|
11/8/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide Operations
|
|
|
30,000
|
|
|
|
30,000
|
(5)
|
|
|
0
|
|
|
$
|
6.730
|
|
|
|
11/7/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
|
33,750
|
(6)
|
|
|
0
|
|
|
$
|
9.330
|
|
|
|
11/6/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
90,000
|
(10)
|
|
|
0
|
|
|
$
|
7.180
|
|
|
|
11/4/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Assumes a price of $11.90 per share, the fair market value as of
October 2, 2009. |
|
(2) |
|
Other than Mr. Palettes restricted stock grant on
August 20, 2007, which was made as part of a new hire grant
package and vests 25% per year over four years, unvested
restricted shares shown are comprised of (a) two-thirds
(66%) of the November 6, 2007, grant and (b) 100% of
the 2009 Replacement RSAs (as described in footnote 5 of the
Grants of Plan-Based Awards Table above). The
restricted stock awards made on November 6, 2007, had both
performance and service based vesting conditions. The
performance condition allowed for accelerated vesting of an
award as of the first anniversary, second anniversary and, if
not previously accelerated, the third anniversary of the grant
date. Specifically, if the Companys stock performance met
or exceeded the 60th percentile of its selected peer group for
the years ended on each of the first three anniversaries of the
grant date, then one-third of the award vests upon each
anniversary (up to 100%). If the restricted stock recipient met
the service condition but not the performance condition in years
one, two, three and four, the restricted stock would have vested
in three equal installments on the second, third and fourth
anniversaries of the grant date. In November 2008, the first
third (33%) of the November 6, 2007 grant vested as a
result of a performance accelerator triggered as the Company
exceeded the 60th percentile of its |
Skyworks
Solutions, Inc. Proxy Statement 38
|
|
|
|
|
peers on the basis of stock performance. In November 2009,
another third (33%) of such grant vested as a result of a
performance accelerator triggered as the Company exceeded the
60th percentile of it peers. In addition, the last third (33%)
of such grant vested in November 2009 as a result of the passage
of time. |
|
(3) |
|
These options were granted on November 10, 2004, and vested
at a rate of 25% per year until they became fully vested on
November 10, 2008. |
|
(4) |
|
These options were granted on November 8, 2005, and vested
at a rate of 25% per year until they became fully vested on
November 8, 2009. |
|
(5) |
|
These options were granted on November 7, 2006, and vest at
a rate of 25% per year until fully vested on November 7,
2010. |
|
(6) |
|
These options were granted on November 6, 2007, and vest at
a rate of 25% per year until fully vested on November 6,
2011. |
|
(7) |
|
These options were granted on August 20, 2007, and vest at
a rate of 25% per year until fully vested on August 20,
2011. |
|
(8) |
|
These options were granted on May 2, 2005, and vested at a
rate of 25% per year until they became fully vested on
May 2, 2009. |
|
(9) |
|
Reflects the FY09 PSAs and 2009 Replacement PSAs awarded to the
Named Executive Officers on November 4, 2008, and
June 10, 2009, respectively, both at the target
level, and as described in footnotes 2 and 5 of the
Grants of Plan-Based Awards Table above,
respectively. With respect to the FY09 PSAs, the Company
achieved 95.8% of the maximum non-GAAP operating
margin and, accordingly, on November 4, 2009, the Company
issued one-third of each executives earned
shares, and held back the other two-thirds of such
earned shares for possible issuance on the Second
and/or Third Issuance Dates provided the executive meets the
continued employment condition. |
|
(10) |
|
These options were granted on November 4, 2008, and vest at
a rate of 25% per year until fully vested on November 4,
2012. |
Option
Exercises and Stock Vested Table
The following table summarizes the Named Executive
Officers option exercises and stock award vesting during
fiscal year 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
|
Acquired on
|
|
|
Realized
|
|
|
Acquired on
|
|
|
Realized
|
|
|
|
Exercise
|
|
|
on Exercise
|
|
|
Vesting
|
|
|
on Vesting
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)(1)
|
|
|
($)(2)
|
|
|
David J. Aldrich
President and Chief Executive Officer
|
|
|
225,000
|
|
|
$
|
1,531,130
|
|
|
|
148,843
|
|
|
$
|
992,375
|
|
Donald W. Palette
Vice President and Chief Financial Officer
|
|
|
88,000
|
|
|
$
|
586,714
|
|
|
|
9,584
|
|
|
$
|
93,342
|
|
Gregory L. Waters
Executive Vice President and General Manager, Front-End Solutions
|
|
|
225,000
|
|
|
$
|
965,724
|
|
|
|
37,767
|
|
|
$
|
250,946
|
|
Liam K. Griffin
Senior Vice President, Sales and Marketing
|
|
|
102,500
|
|
|
$
|
919,040
|
|
|
|
37,767
|
|
|
$
|
250,946
|
|
Bruce J. Freyman
Vice President, Worldwide Operations
|
|
|
100,000
|
|
|
$
|
826,230
|
|
|
|
27,500
|
|
|
$
|
174,150
|
|
|
|
|
(1) |
|
Includes restricted stock that vested on November 6, 2008,
and November 7, 2008, for Mr. Aldrich
(30,000 shares and 100,000 shares), Mr. Waters
(8,334 shares and 25,000 shares), Mr. Griffin
(8,334 shares and 25,000 shares) and Mr. Freyman
(7,500 shares and 20,000 shares) and restricted stock
that vested on |
Skyworks
Solutions, Inc. Proxy Statement 39
|
|
|
|
|
May 11, 2009 for Mr. Aldrich (18,843), Mr. Waters
(4,433), and Mr. Griffin (4,433). For Mr. Palette, the
table includes restricted stock that vested on November 6,
2008 (3,334 shares) and August 20, 2009
(6,250 shares). |
|
(2) |
|
Represents the aggregate fair market value of the stock awards
on the applicable vesting dates. |
Nonqualified
Deferred Compensation Table
In prior fiscal years, certain executive officers were provided
an opportunity to participate in the Companys Executive
Compensation Plan, an unfunded, non-qualified deferred
compensation plan, under which participants were allowed to
defer a portion of their compensation, as a result of deferred
compensation legislation under Section 409A of the IRC.
Effective December 31, 2005, the Company no longer permits
employees to make contributions to the Executive Compensation
Plan. Mr. Aldrich is the only Named Executive Officer that
participated in the Executive Compensation Plan.
Mr. Aldrichs contributions are credited with
earnings/losses based upon the performance of the investments he
selects. Upon retirement, as defined, or other separation from
service, or, if so elected, upon any earlier change in control
of the Company, a participant is entitled to a payment of his or
her vested account balance, either in a single lump sum or in
annual installments, as elected in advance by the participant.
Although the Company had discretion to make additional
contributions to the accounts of participants while it was
active, it never made any company contributions.
The following table summarizes the aggregate earnings in the
fiscal year 2009 for Mr. Aldrich under the Executive
Compensation Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
|
|
|
Aggregate
|
|
|
|
Contributions
|
|
|
Contributions
|
|
|
Earnings
|
|
|
Aggregate
|
|
|
Balance at
|
|
|
|
in Last
|
|
|
in Last
|
|
|
in Last
|
|
|
Withdrawals /
|
|
|
Last Fiscal
|
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Distributions
|
|
|
Year-End
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)(1)
|
|
|
David J. Aldrich,
President and Chief Executive Officer
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,302
|
|
|
$
|
0
|
|
|
$
|
622,469
|
|
|
|
|
(1) |
|
Balance as of October 2, 2009. This amount is comprised of
Mr. Aldrichs individual contributions and the
return/(loss) generated from the investment of those
contributions. |
Potential
Payments Upon Termination or Change of Control
Chief
Executive Officer
In January 2008, the Company entered into an amended and
restated Change of Control / Severance Agreement with
Mr. Aldrich (the Aldrich Agreement). The
Aldrich Agreement sets out severance benefits that become
payable if, within two (2) years after a change of control,
Mr. Aldrich either (i) is involuntarily terminated
without cause or (ii) voluntarily terminates his
employment. The severance benefits provided to Mr. Aldrich
in such circumstances will consist of the following: (i) a
payment equal to two and one-half
(21/2)
times the sum of (A) his annual base salary immediately
prior to the change of control and (B) his annual
short-term incentive award (calculated as the greater of
(x) the average short-term incentive awards received for
the three years prior to the year in which the change of control
occurs or (y) the target annual short incentive award for
the year in which the change of control occurs); (ii) all
then outstanding stock options will remain exercisable for a
period of thirty (30) months after the termination date
(but not beyond the expiration of their respective maximum
terms); and (iii) continued medical benefits for a period
of eighteen (18) months after the termination date. The
foregoing payments are subject to a
gross-up
payment for any applicable excise taxes incurred under
Section 4999 of the IRC. Additionally, in the event of a
change of control, Mr. Aldrichs Agreement provides
for full acceleration of the vesting of all then outstanding
stock options and restricted stock awards and partial
acceleration of any outstanding performance share awards.
The Aldrich Agreement also sets out severance benefits outside
of a change of control that become payable if, while employed by
the Company, Mr. Aldrich either (i) is involuntarily
terminated without cause or (ii) terminates
Skyworks
Solutions, Inc. Proxy Statement 40
his employment for good reason. The severance benefits provided
to Mr. Aldrich under either of these circumstances will
consist of the following: (i) a payment equal to two
(2) times the sum of (A) his annual base salary
immediately prior to such termination and (B) his annual
short-term incentive award (calculated as the greater of
(x) the average short-term incentive awards received for
the three years prior to the year in which the termination
occurs or (y) the target annual short-term incentive award
for the year in which the termination occurs); and
(ii) full acceleration of the vesting of all outstanding
stock options and restricted stock awards, with such stock
options to remain exercisable for a period of two (2) years
after the termination date (but not beyond the expiration of
their respective maximum terms), and, with respect to any
performance share awards outstanding, shares subject to such
award will be deemed earned to the extent any such shares would
have been earned pursuant to the terms of such award as of the
day prior to the date of such termination (without regard to any
continued service requirement) (collectively, Severance
Benefits). In the event of Mr. Aldrichs death
or disability, all outstanding stock options will vest in full
and remain exercisable for a period of twelve (12) months
following the termination of employment (but not beyond the
expiration of their respective maximum terms).
In addition, the Aldrich Agreement provides that if
Mr. Aldrich voluntarily terminates his employment after
January 1, 2010, subject to certain notice requirements and
his availability to continue to serve on the Board of Directors
of the Company and as chairman of a committee thereof for up to
two (2) years, he shall be entitled to the Severance
Benefits; provided however, that all Company stock options,
stock appreciation rights, restricted stock, and any other
equity-based awards, which were both (a) granted to him in
the eighteen (18) month period prior to such termination
and (b) scheduled to vest more than two (2) years from
the date of such termination, will be forfeited.
The Aldrich Agreement is intended to be compliant with
Section 409A of the IRC and has a three (3) year term.
Additionally, the Aldrich Agreement requires Mr. Aldrich to
sign a release of claims in favor of the Company before he is
eligible to receive any benefits under the agreement, and
contains non-compete and non-solicitation provisions applicable
to him while he is employed by the Company and for a period of
twenty-four (24) months following the termination of his
employment.
Other
Named Executive Officers
In January 2008, the Company entered into Change of
Control / Severance Agreements with each of Bruce J.
Freyman, Liam K. Griffin, Donald W. Palette and Gregory L.
Waters (each a COC Agreement). Each COC Agreement
sets out severance benefits that become payable if, within
twelve (12) months after a change of control, the executive
either (i) is involuntarily terminated without cause or
(ii) terminates his employment for good reason. The
severance benefits provided to the executive in such
circumstances will consist of the following: (i) a payment
equal to two (2) times the sum of (A) his annual base
salary immediately prior to the change of control and
(B) his annual short-term incentive award (calculated as
the greater of (x) the average short-term incentive awards
received for the three years prior to the year in which the
change of control occurs or (y) the target annual
short-term incentive award for the year in which the change of
control occurs); (ii) all then outstanding stock options
will 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) continued medical benefits for eighteen
(18) months after the termination date. The foregoing
payments are subject to a
gross-up
payment limited to a maximum of $500,000 for any applicable
excise taxes incurred under Section 4999 of the IRC.
Additionally, in the event of a change of control, each COC
Agreement provides for full acceleration of the vesting of all
then outstanding stock options and restricted stock awards and
partial acceleration of any outstanding performance share
awards. In the case of Mr. Freymans COC Agreement,
the severance payment due will be paid out in bi-weekly
installments over a twelve (12) month period.
Each COC Agreement also sets out severance benefits outside a
change of control that become payable if, while employed by the
Company, the executive is involuntarily terminated without
cause. The severance benefits provided to the executive under
such circumstance will consist of the following: (i) a
payment equal to the sum of (x) his annual base salary and
(y) any short-term incentive award then due; and
(ii) all then vested outstanding stock options will remain
exercisable for a period of twelve (12) months after the
termination date (but not beyond the
Skyworks
Solutions, Inc. Proxy Statement 41
expiration of their respective maximum terms). In the case of
Mr. Freymans COC Agreement, any severance payment due
will be paid out in bi-weekly installments over a twelve
(12) month period. In the event of the executives
death or disability, all outstanding stock options will vest and
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 COC Agreement is intended to be compliant with
Section 409A of the IRC and has an initial two
(2) year term, which is thereafter renewable on an annual
basis for up to five (5) additional years upon mutual
agreement of the Company and the executive. Additionally, each
COC 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, and, except for
Mr. Freymans COC Agreement, each contains non-compete
and non-solicitation provisions applicable to the executive
while he is employed by the Company and for a period of
twenty-four (24) months following the termination of his
employment. Mr. Freymans COC Agreement contains
non-solicitation provisions applicable to him 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 COC 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
Skyworks; (ii) a change, without Board of Directors
approval, of a majority of the Board of Directors of Skyworks;
(iii) the acquisition of Skyworks by means of a
reorganization, merger, consolidation or asset sale; or
(iv) the approval of a liquidation or dissolution of
Skyworks. Cause means, in summary: (i) deliberate
dishonesty that is significantly detrimental to the best
interests of Skyworks; (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
base compensation or authority, duties or responsibility,
(ii) a material change in office location, or
(iii) any action or inaction constituting a material breach
by Skyworks of the terms of the agreement.
The following table summarizes payments and benefits that would
be made to the Named Executive Officers under their change of
control/severance agreements with the Company in the following
circumstances as of October 2, 2009:
|
|
|
|
|
termination without cause or for good reason in the absence of a
change of control;
|
|
|
|
termination without cause or for good reason after a change of
control;
|
|
|
|
after a change of control not involving a termination of
employment for good reason or for cause; and
|
|
|
|
in the event of termination of employment because of death or
disability.
|
Skyworks
Solutions, Inc. Proxy Statement 42
The following table does not reflect any equity awards made
after October 2, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before
|
|
After
|
|
|
|
|
|
|
|
|
Change in
|
|
Change in
|
|
|
|
|
|
|
|
|
Control:
|
|
Control:
|
|
|
|
|
|
|
|
|
Termination
|
|
Termination
|
|
|
|
|
|
|
|
|
w/o Cause
|
|
w/o Cause
|
|
|
|
|
|
|
|
|
or for
|
|
or for
|
|
Upon Change
|
|
Death/
|
|
|
|
|
Good Reason
|
|
Good Reason
|
|
in Control
|
|
Disability
|
Name
|
|
Benefit
|
|
(1)
|
|
(1)
|
|
(1)
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David J. Aldrich
|
|
Salary and Short-Term Incentive(4)
|
|
$
|
2,396,154
|
|
|
$
|
2,995,192
|
|
|
$
|
0
|
|
|
$
|
0
|
|
President and Chief
|
|
Accelerated Options
|
|
$
|
2,841,075
|
|
|
$
|
2,841,075
|
|
|
$
|
2,841,075
|
|
|
$
|
2,841,075
|
|
Executive Officer(2)
|
|
Accelerated Restricted Stock
|
|
$
|
2,499,000
|
|
|
$
|
2,499,000
|
|
|
$
|
2,499,000
|
|
|
$
|
2,499,000
|
|
|
|
Accelerated Performance Shares
|
|
$
|
0
|
|
|
$
|
3,570,000
|
|
|
$
|
3,570,000
|
|
|
$
|
3,570,000
|
|
|
|
Medical
|
|
$
|
0
|
|
|
$
|
20,590
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
Excise Tax Gross-Up(3)
|
|
$
|
0
|
|
|
$
|
2,085,024
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
7,736,229
|
|
|
$
|
14,010,881
|
|
|
$
|
8,910,075
|
|
|
$
|
8,910,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald W. Palette
|
|
Salary and Short-Term Incentive(4)
|
|
$
|
525,692
|
|
|
$
|
1,051,385
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Vice President and
|
|
Accelerated Options
|
|
$
|
0
|
|
|
$
|
903,350
|
|
|
$
|
903,350
|
|
|
$
|
903,350
|
|
Chief Financial Officer
|
|
Accelerated Restricted Stock
|
|
$
|
0
|
|
|
$
|
436,325
|
|
|
$
|
436,325
|
|
|
$
|
436,325
|
|
|
|
Accelerated Performance Shares
|
|
$
|
0
|
|
|
$
|
767,550
|
|
|
$
|
767,550
|
|
|
$
|
767,550
|
|
|
|
Medical
|
|
$
|
0
|
|
|
$
|
23,219
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
Excise Tax Gross-Up(3)
|
|
$
|
0
|
|
|
$
|
500,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
525,692
|
|
|
$
|
3,681,829
|
|
|
$
|
2,107,225
|
|
|
$
|
2,107,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory L. Waters
|
|
Salary and Short-Term Incentive(4)
|
|
$
|
606,846
|
|
|
$
|
1,213,692
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Executive Vice President
|
|
Accelerated Options
|
|
$
|
0
|
|
|
$
|
935,000
|
|
|
$
|
935,000
|
|
|
$
|
935,000
|
|
and General Manager,
|
|
Accelerated Restricted Stock
|
|
$
|
0
|
|
|
$
|
436,325
|
|
|
$
|
436,325
|
|
|
$
|
436,325
|
|
Front-End Solutions
|
|
Accelerated Performance Shares
|
|
$
|
0
|
|
|
$
|
856,800
|
|
|
$
|
856,800
|
|
|
$
|
856,800
|
|
|
|
Medical
|
|
$
|
0
|
|
|
$
|
23,219
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
Excise Tax Gross-Up(3)
|
|
$
|
0
|
|
|
$
|
500,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
606,846
|
|
|
$
|
3,965,037
|
|
|
$
|
2,228,125
|
|
|
$
|
2,228,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liam K. Griffin
|
|
Salary and Short-Term Incentive(4)
|
|
$
|
565,323
|
|
|
$
|
1,130,646
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Senior Vice President,
|
|
Accelerated Options
|
|
$
|
0
|
|
|
$
|
883,175
|
|
|
$
|
883,175
|
|
|
$
|
883,175
|
|
Sales and Marketing
|
|
Accelerated Restricted Stock
|
|
$
|
0
|
|
|
$
|
793,325
|
|
|
$
|
793,325
|
|
|
$
|
793,325
|
|
|
|
Accelerated Performance Shares
|
|
$
|
0
|
|
|
$
|
1,213,800
|
|
|
$
|
1,213,800
|
|
|
$
|
1,213,800
|
|
|
|
Medical
|
|
$
|
0
|
|
|
$
|
23,219
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
Excise Tax Gross-Up(3)
|
|
$
|
0
|
|
|
$
|
500,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
565,323
|
|
|
$
|
4,544,166
|
|
|
$
|
2,890,300
|
|
|
$
|
2,890,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce J. Freyman
|
|
Salary and Short-Term Incentive(4)
|
|
$
|
562,123
|
|
|
$
|
1,124,246
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Vice President,
|
|
Accelerated Options
|
|
$
|
0
|
|
|
$
|
735,738
|
|
|
$
|
735,738
|
|
|
$
|
735,738
|
|
Worldwide Operations
|
|
Accelerated Restricted Stock
|
|
$
|
0
|
|
|
$
|
476,000
|
|
|
$
|
476,000
|
|
|
$
|
476,000
|
|
|
|
Accelerated Performance Shares
|
|
$
|
0
|
|
|
$
|
856,800
|
|
|
$
|
856,800
|
|
|
$
|
856,800
|
|
|
|
Medical
|
|
$
|
0
|
|
|
$
|
20,590
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
Excise Tax Gross-Up(3)
|
|
$
|
0
|
|
|
$
|
500,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
562,123
|
|
|
$
|
3,713,374
|
|
|
$
|
2,068,538
|
|
|
$
|
2,068,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Assumes a price of $11.90 per share, based on the closing sale
price of the Companys common stock on the NASDAQ Global
Select Market on October 2, 2009. Excludes
Mr. Aldrichs contributions to deferred compensation
plan as there have been no employer contributions. |
|
(2) |
|
Good reason in change in control circumstances for
Mr. Aldrich includes voluntarily terminating employment. |
|
(3) |
|
Other than Mr. Aldrich, the Named Executive Officers
excise tax
gross-up is
capped at $500,000. |
Skyworks
Solutions, Inc. Proxy Statement 43
|
|
|
(4) |
|
Assumes an Incentive Plan payment at the target level, and does
not include the value of accrued vacation/paid time off to be
paid upon termination as required by law. |
Director
Compensation
Directors who are not employees of the Company are paid, in
quarterly installments, an annual retainer of $50,000.
Additional annual retainers are paid, in quarterly installments,
to the Chairman of the Board ($17,500); the Chairman of the
Audit Committee ($15,000); the Chairman of the Compensation
Committee ($10,000); and the Chairman of the Nominating and
Governance Committee ($5,000). Additional annual retainers are
also paid, in quarterly installments, to directors who serve on
committees in roles other than as Chairman as follows: Audit
Committee ($5,000); Compensation Committee ($3,000); and
Nominating and Corporate Governance Committee ($2,000). In
addition, the Compensation Committee retains discretion to
recommend to the full Board of Directors that additional cash
payments be made to a non-employee director(s) for extraordinary
service during a fiscal year.
In addition, non-employee directors receive the following
stock-based compensation: each non-employee director, when first
elected to serve as a director, automatically receives a
nonqualified stock option to purchase 25,000 shares of
common stock, at an exercise price equal to the fair market
value of the common stock on the date of grant, and a restricted
stock award for 12,500 shares of common stock. In addition,
following each annual meeting of stockholders, each non-employee
director who is continuing in office or re-elected receives a
restricted stock award for 12,500 shares. Unless otherwise
determined by the Board of Directors, the nonqualified stock
options awarded under the 2008 Directors Plan will
vest in four (4) equal annual installments and the
restricted stock awards under the 2008 Directors Plan
will vest in three (3) equal annual installments. In the
event of a change of control of the Company, the outstanding
options and restricted stock under the 2008 Directors
Plan shall become fully exercisable and deemed fully vested,
respectively.
No director who is also an employee receives separate
compensation for services rendered as a director. David J.
Aldrich is currently the only director who is also an employee
of the Company.
Director
Compensation Table
The following table summarizes the compensation paid to the
Companys non-employee directors for fiscal year 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
|
|
|
|
or
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
Paid in Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Total
|
|
Name
|
|
($)(3)
|
|
|
($)(1)(2)
|
|
|
($)(1)(2)
|
|
|
($)
|
|
|
David J. McLachlan, Chairman
|
|
$
|
74,500
|
|
|
$
|
42,402
|
|
|
$
|
35,047
|
|
|
$
|
151,949
|
|
Timothy R. Furey
|
|
$
|
62,000
|
|
|
$
|
42,402
|
|
|
$
|
35,047
|
|
|
$
|
139,449
|
|
Kevin L. Beebe
|
|
$
|
61,750
|
|
|
$
|
42,402
|
|
|
$
|
35,047
|
|
|
$
|
139,199
|
|
David P. McGlade
|
|
$
|
58,750
|
|
|
$
|
42,402
|
|
|
$
|
51,147
|
|
|
$
|
152,299
|
|
Robert A. Schriesheim
|
|
$
|
68,000
|
|
|
$
|
42,402
|
|
|
$
|
58,864
|
|
|
$
|
169,266
|
|
Balakrishnan S. Iyer
|
|
$
|
57,500
|
|
|
$
|
42,402
|
|
|
$
|
35,047
|
|
|
$
|
134,949
|
|
Moiz M. Beguwala
|
|
$
|
54,500
|
|
|
$
|
42,402
|
|
|
$
|
35,047
|
|
|
$
|
131,949
|
|
Thomas C. Leonard
|
|
$
|
50,000
|
|
|
$
|
42,402
|
|
|
$
|
35,047
|
|
|
$
|
127,449
|
|
|
|
|
(1) |
|
Represents the dollar amount recognized for financial statement
reporting purposes for the year ended October 2, 2009 in
accordance with ASC 718 and, accordingly, includes amounts from
options granted prior to fiscal year 2009. For a description of
the assumptions used in calculating the fair value of equity
awards under ASC 718, see Note 11 of the Companys
financial statements included in the Original Filing. The
non-employee |
Skyworks
Solutions, Inc. Proxy Statement 44
|
|
|
|
|
members of our board of directors who held such position on
October 2, 2009, held the following aggregate number of
unexercised options as of such date: |
|
|
|
|
|
|
|
Number of
|
|
|
|
Securities Underlying
|
|
Name
|
|
Unexercised Options
|
|
|
David J. McLachlan, Chairman
|
|
|
180,000
|
|
Timothy R. Furey
|
|
|
135,000
|
|
Kevin L. Beebe
|
|
|
105,000
|
|
David P. McGlade
|
|
|
90,000
|
|
Robert A. Schriesheim
|
|
|
60,000
|
|
Balakrishnan S. Iyer
|
|
|
309,435
|
|
Moiz M. Beguwala
|
|
|
216,840
|
|
Thomas C. Leonard
|
|
|
150,000
|
|
|
|
|
(2) |
|
The following table presents the fair value of each grant of
restricted stock in fiscal 2009 to non-employee members of our
board of directors, computed in accordance with ASC 718: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Grant Date
|
|
|
|
Grant
|
|
|
of Securities
|
|
|
Fair Value
|
|
Name
|
|
Date
|
|
|
Awarded
|
|
|
of Shares(4)
|
|
|
David J. McLachlan, Chairman
|
|
|
5/12/09
|
|
|
|
12,500
|
|
|
$
|
105,875
|
|
Timothy R. Furey
|
|
|
5/12/09
|
|
|
|
12,500
|
|
|
$
|
105,875
|
|
Kevin L. Beebe
|
|
|
5/12/09
|
|
|
|
12,500
|
|
|
$
|
105,875
|
|
David P. McGlade
|
|
|
5/12/09
|
|
|
|
12,500
|
|
|
$
|
105,875
|
|
Robert A. Schriesheim
|
|
|
5/12/09
|
|
|
|
12,500
|
|
|
$
|
105,875
|
|
Balakrishnan S. Iyer
|
|
|
5/12/09
|
|
|
|
12,500
|
|
|
$
|
105,875
|
|
Moiz M. Beguwala
|
|
|
5/12/09
|
|
|
|
12,500
|
|
|
$
|
105,875
|
|
Thomas C. Leonard
|
|
|
5/12/09
|
|
|
|
12,500
|
|
|
$
|
105,875
|
|
|
|
|
(3) |
|
Director meeting fees were not prorated for committee assignment
changes that became effective May 12, 2009 (i.e., when
Mr. Iyer replaced Mr. Beebe as Chairman of the
Nominating and Corporate Governance Committee, and
Mr. Beguwala replaced Mr. McGlade as a member of the
Audit Committee, each director received quarterly fees as if
they had held both positions throughout the applicable quarter). |
|
(4) |
|
Based on the fair market value of $8.47 per share of common
stock on May 12, 2009. |
Equity
Compensation Plan Information
The Company currently maintains nine (9) stock-based
compensation plans under which our securities are authorized for
issuance to our employees
and/or
directors:
|
|
|
|
|
the 1994 Non-Qualified Stock Option Plan
|
|
|
|
the 1996 Long-Term Incentive Plan
|
|
|
|
the 1999 Employee Long-Term Incentive Plan
|
|
|
|
the Directors 2001 Stock Option Plan
|
|
|
|
the Non-Qualified Employee Stock Purchase Plan
|
|
|
|
the 2002 Employee Stock Purchase Plan
|
|
|
|
the Washington Sub, Inc. 2002 Stock Option Plan
|
Skyworks
Solutions, Inc. Proxy Statement 45
|
|
|
|
|
the 2005 Long-Term Incentive Plan, and
|
|
|
|
the 2008 Director Long-Term Incentive Plan.
|
Except for the 1999 Employee Long-Term Incentive Plan, the
Washington Sub, Inc. 2002 Stock Option Plan and the
Non-Qualified Employee Stock Purchase Plan, each of the
foregoing stock-based compensation plans was approved by our
stockholders. A description of the material features of each
non-stockholder approved plan is provided below under the
headings 1999 Employee Long-Term Incentive Plan,
Washington Sub, Inc. 2002 Stock Option Plan and
Non-Qualified Employee Stock Purchase Plan.
The following table presents information about these plans as of
October 2, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
Number of Securities
|
|
|
|
|
|
Remaining Available for
|
|
|
|
to be Issued Upon
|
|
|
Weighted-Average
|
|
|
Future Issuance Under
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Equity Compensation
|
|
|
|
Outstanding
|
|
|
Outstanding
|
|
|
Plans (Excluding
|
|
|
|
Options, Warrants,
|
|
|
Options, Warrants
|
|
|
Securities Reflected in
|
|
Plan Category
|
|
and Rights
|
|
|
and Rights
|
|
|
Column(a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by security holders
|
|
|
6,122,380
|
(1)
|
|
$
|
9.17
|
|
|
|
14,971,285
|
(3)
|
Equity compensation plans not approved by security holders
|
|
|
12,228,500
|
|
|
$
|
11.07
|
|
|
|
0
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
18,350,880
|
(2)
|
|
$
|
10.44
|
|
|
|
14,971,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excludes 748,979 unvested restricted shares and 3,001,915
unvested shares under performance shares awards. |
|
(2) |
|
Includes 1,642,149 options held by non-employees (excluding
non-employee directors). |
|
(3) |
|
No further grants will be made under the 1994 Non-Qualified
Stock Option Plan. |
|
(4) |
|
No further grants will be made under the Washington Sub Inc.
2002 Stock Option Plan or the 1999 Employee Long-Term Incentive
Plan. |
1999
Employee Long-Term Incentive Plan
The Companys 1999 Employee Long-Term Incentive Plan (the
1999 Employee Plan) provided for the grant of
non-qualified stock options to purchase shares of the
Companys common stock to employees, other than officers
and non-employee directors. The term of these options may not
exceed 10 years. The 1999 Employee Plan contains
provisions, which permit restrictions on vesting or
transferability, as well as continued exercisability upon a
participants termination of employment with the Company,
of options granted thereunder. The 1999 Employee Plan provides
for full acceleration of the vesting of options granted
thereunder upon a change in control of the Company,
as defined in the 1999 Employee Plan. The Board of Directors
generally may amend, suspend or terminate the 1999 Employee Plan
in whole or in part at any time; provided that any amendment
which affects outstanding options be consented to by the holder
of the options. As of April 26, 2009, no additional grants
were issuable under the 1999 Employee Long-Term Incentive Plan.
Washington
Sub, Inc. 2002 Stock Option Plan
The Washington Sub, Inc. 2002 Stock Option Plan (the
Washington Sub Plan) became effective on
June 25, 2002. At the time of the spin-off of
Conexants wireless business and merger of such business
into Alpha Industries, Inc., outstanding Conexant options
granted pursuant to certain Conexant stock-based compensation
plans were converted so that following the spin-off and merger
each holder of those certain Conexant options held
(i) options to purchase shares of Conexant common stock and
(ii) options to purchase shares of Skyworks common stock.
The purpose of the Washington Sub Plan is to provide a means for
the Company to perform its obligations with respect to these
converted stock options. The only participants in the Washington
Sub Plan are those persons who, at the time of the spin-off and
merger, held outstanding options granted pursuant to certain
Conexant stock option plans. No
Skyworks
Solutions, Inc. Proxy Statement 46
further options to purchase shares of Skyworks common stock have
been or will be granted under the Washington Sub Plan. The
Washington Sub Plan contains a number of
sub-plans,
which contain terms and conditions that are applicable to
certain portions of the options subject to the Washington Sub
Plan, depending upon the Conexant stock option plan from which
the Skyworks options granted under the Washington Sub Plan were
derived. The outstanding options under the Washington Sub Plan
generally have the same terms and conditions as the original
Conexant options from which they are derived. Most of the
sub-plans of
the Washington Sub Plan contain provisions related to the effect
of a participants termination of employment with the
Company, if any,
and/or with
Conexant on options granted pursuant to such
sub-plan.
Several of the
sub-plans
under the Washington Sub Plan contain specific provisions
related to a change in control of the Company.
Non-Qualified
ESPP
The Company also maintains a Non-Qualified Employee Stock
Purchase Plan 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 Companys
common stock at a discount from the market price of the common
stock at the time of purchase. The Non-Qualified Employee Stock
Purchase Plan 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.
Skyworks
Solutions, Inc. Proxy Statement 47
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors currently
comprises, and during fiscal year 2009 was comprised of,
Messrs. Beebe, Furey (Chairman), McGlade and Schriesheim.
No member of this committee was at any time during the past
fiscal year 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 Skyworks has served as a
director or member of the compensation committee (or other
committee serving an equivalent function) of any other entity,
one of whose executive officers served as a director of or
member of the Compensation Committee of Skyworks.
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Other than compensation agreements and other arrangements which
are described above in Executive Compensation, since
October 4, 2008, there has not been a 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. In January 2008,
the Board of Directors adopted a written related person
transaction approval policy which sets forth the Companys
policies and procedures for the review, approval or ratification
of any transaction required to be reported in its filings with
the SEC. The Companys 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 then $120,000, be reviewed by the Companys General
Counsel and approved in advance by the Audit Committee. In
addition, the Companys Code of Business Conduct and Ethics
requires that employees discuss with the Companys
Compliance Officer any significant relationship (or transaction)
that might raise doubt about such employees ability to act
in the best interest of the Company.
OTHER
PROPOSED ACTION
As of the date of this Proxy Statement, the directors know of no
business which is expected to come before the Annual Meeting
other than (i) the election of the nominees to the Board of
Directors and (ii) the ratification of the selection of
KPMG LLP as the independent registered public accounting firm
for the Company for fiscal year 2010. However, if any other
business should be properly presented to the Annual Meeting, the
persons named as proxies will vote in accordance with their
judgment with respect to such matters.
OTHER
MATTERS
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Exchange Act requires our
directors, executive officers and beneficial owners of more than
10% of our equity securities to file reports of holdings and
transactions in securities of Skyworks with the SEC. Based
solely on a review of Forms 3, 4 and 5 and any amendments
thereto furnished to us, and written representations provided to
us, with respect to our fiscal year ended October 2, 2009,
we believe that all Section 16(a) filing requirements applicable
to our directors, executive officers and beneficial owners of
more than 10% of our common stock with respect to such fiscal
year were timely made.
SOLICITATION
EXPENSES
Skyworks will bear the expenses of the preparation of the proxy
materials and the solicitation by the Board of Directors 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 Mellon
Investor Services to assist in the solicitation of proxies, at a
cost to the Company of approximately $8,000, plus
out-of-pocket
expenses.
Skyworks
Solutions, Inc. Proxy Statement 48
VIEWING
OF PROXY MATERIALS VIA THE INTERNET
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
stockholders address and eliminates the cost of sending
these documents by mail. Stockholders may elect to view all
future annual reports and proxy statements 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
Copies of the Companys Annual Report on
Form 10-K
for the fiscal year ended October 2, 2009, as filed with
the SEC, are available to stockholders without charge via the
Companys website at
http://www.skyworksinc.com,
or upon written request addressed to Investor Relations,
Skyworks Solutions, Inc., 5221 California Avenue, Irvine, CA
92617.
STOCKHOLDER
PROPOSALS
Pursuant to
Rule 14a-8
under the Exchange Act, some stockholder proposals or
nominations may be eligible for inclusion in the Companys
Proxy Statement for the Companys 2011 annual meeting of
stockholders. To be eligible for inclusion in the Companys
2011 proxy statement, any such proposals or nominations must
meet the requirements of
Rule 14a-8
under the Exchange Act and be delivered in writing to the
Secretary of the Company at its principal offices at 20 Sylvan
Road, Woburn, MA 01801, no later than December 31, 2010,
and must meet the requirements of
Rule 14a-8
under the Exchange Act. The submission of a stockholder proposal
does not guarantee that it will be included in the
Companys proxy statement. Additionally, the Company must
have notice of any stockholder proposal or nomination to be
submitted at the 2011 annual meeting (but not required to be
included in the proxy statement) not later than
February 12, 2011 or, in the event that the 2011 annual
meeting is held more than thirty (30) days before or after
the first anniversary of the Companys 2010 annual meeting,
the later of February 12, 2011 or the 10th day
following the day on which public announcement of the date of
the 2011 annual meeting is first made by the Company, or such
proposal will be considered untimely pursuant to
Rule 14a-5(e)
under the Exchange Act and persons named in the proxies
solicited by management may exercise discretionary voting
authority with respect to such proposal.
The stockholders submission must include, with respect to
the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made, the
name and address and the number of shares of common stock of the
Company which are owned beneficially and of record and must also
set forth: (i) as to each person proposed for nomination
for election or re-election as a director, all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act
(including such persons written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected); and (ii) as to any other business proposed to be
brought before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material
interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made. Proposals
or nominations not meeting these requirements will not be
entertained at the 2011 annual meeting.
OUR BOARD OF DIRECTORS ENCOURAGES STOCKHOLDERS TO ATTEND THE
ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED
TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING ENVELOPE. A PROMPT RESPONSE WILL GREATLY FACILITATE
ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THIS MEETING MAY VOTE THEIR
STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
Skyworks
Solutions, Inc. Proxy Statement 49
ANNUAL MEETING OF STOCKHOLDERS OF
SKYWORKS SOLUTIONS, INC.
May 11, 2010
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy
card are available at www.skyworksinc.com/annualreport
Please sign, date and mail your proxy card in the envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided.
20330000000000001000 8 051110
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE DIRECTORS AND FOR PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK INK AS SHOWN HERE x
1. To elect three (3) members of the Board of Directors of the Company as FOR AGAINST ABSTAIN Class
II Directors with terms expiring at the fiscal year 2013 Annual 2. To ratify the selection of KPMG
LLP as the Companys Meeting of Stockholders: independent registered public accounting firm for fiscal year
NOMINEES:2010.
FOR ALL NOMINEES O Kevin L. Beebe
3. To transact such other business as may properly come before the Annual Meeting O Timothy R.
Furey or any adjournment or postponement thereof.
WITHHOLD AUTHORITY O David J. McLachlan
FOR ALL NOMINEES
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER FOR ALL EXCEPT DIRECTED BY THE
UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS
(See instructions below)
GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL 2. THE PROXIES WILL
VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
ELECTRONIC ACCESS TO FUTURE DOCUMENTS
If you would like to receive future shareholder communications over the Internet exclusively, and
no longer receive any material by mail please visit INSTRUCTIONS: To withhold authority to vote for
any individual nominee(s), mark FOR ALL EXCEPT http://www.amstock.com. Click on Shareholder
Account Access to enroll. Please and fill in the circle next to each nominee you wish to withhold,
as shown here: enter your account number and tax identification number to log in, then select
Receive Company Mailings via E-Mail and provide your e-mail address.
I/We will attend the annual meeting.
To change the address on your account, please check the box at right and indicate your new address
in the address space above. Please note that changes to the registered name(s) on the account may
not be submitted via this method.
Signature of Stockholder Date: Signature of Stockholder Date:
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly,
each holder should sign. When signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person. |
0
SKYWORKS SOLUTIONS, INC.
Proxy for Annual Meeting of Stockholders May 11, 2010 SOLICITED BY THE BOARD OF DIRECTORS
As an alternative to completing this form, you may enter your vote instruction by telephone at
1-800-PROXIES, or via the Internet at WWW.VOTEPROXY.COM and follow the simple instructions. Use the
Company Number and Account Number shown on your proxy card.
The undersigned hereby appoints David J. Aldrich and Mark V. B. Tremallo, and each of them singly,
proxies, with full power of substitution to vote all shares of stock of Skyworks Solutions, Inc.
(the Company) that the undersigned is entitled to vote at the Annual Meeting of Stockholders of
Skyworks Solutions, Inc. to be held at 2:00 p.m., local time, on May 11, 2010, at the DoubleTree
Hotel Boston Bedford Glen, 44 Middlesex Turnpike, Bedford, Massachusetts, or at any adjournment
or postponement thereof, upon matters set forth in the Notice of Annual Meeting of Stockholders and
Proxy Statement dated March 31, 2010, a copy of which has been received by the undersigned. The
proxies are further authorized to vote, in their discretion, upon such other business as may
properly come before the meeting or any adjournment or postponement thereof.
(Continued and to be signed on the reverse side)
14475 |