{"url_path":"/sec/swks/proxy/2026-04-27/000110465926048820","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/4127/0001104659-26-048820-index.html","accession_number":"0001104659-26-048820","cik":"0000004127","ticker":"SWKS","issuer_name":"SKYWORKS SOLUTIONS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/4127/0001104659-26-048820-index.html","primary_entity_key":"0000004127","primary_entity_name":"SKYWORKS SOLUTIONS, INC."},"word_count":3189,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm261577d10_defa14a.htm\nDEFA14A\n\n**UNITED STATES\nSECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**Proxy Statement Pursuant to Section 14(a) of\nthe Securities Exchange Act of 1934 (Amendment No. )**\n\nFiled by the Registrant **x**\n\nFiled by a Party other than the Registrant **&uml;**\n\nCheck the appropriate box:\n\n&uml;\nPreliminary Proxy Statement\n\n&uml;\n**Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n&uml;\nDefinitive Proxy Statement\n\nx\nDefinitive Additional Materials\n\n&uml;\nSoliciting Material under &sect;240.14a-12\n\nSkyworks Solutions, Inc.\n\n(Name of Registrant as Specified in Its Charter)\n\n(Name of Person(s) Filing Proxy Statement, if other\nthan the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\nx\nNo fee required.\n\n&uml;\nFee paid previously with preliminary materials.\n\n&uml;\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.\n\nSpring 2026\n2026 Annual Meeting Stockholder Engagement\n\nPlease note that the attached presentation includes forward-looking statements as defined in the Private\nSecurities Litigation Reform Act of 1995. These forward-looking statements include projections and\ninformation relating to future events, prospects, expectations and results of Skyworks (e.g., certain\nprojections and business trends, as well as plans for dividend payments). We caution you that actual results\nmay differ materially and adversely from those projected in the forward-looking statements as a result of\ncertain risks and uncertainties, those noted in the appendix to this presentation and in our most recent\nForm 10-K and Form 10-Q filings, which you may obtain for free at the SEC’s website at\nhttps://www.sec.gov. We undertake no obligation to update any forward-looking statements.\nThis presentation contains certain non-GAAP financial measures that Skyworks believes are useful in\nevaluating our operating performance. Refer to the appendix to this presentation for reconciliation to\nGAAP of these non-GAAP measures and to our most recent earnings release at\nhttps://investors.skyworksinc.com for additional information about our use of non-GAAP financial\nmeasures.\nThird-party trademarks and logos are the property of their respective owners.\n2\nSafe Harbor Statement\n\nSkyworks is at the Forefront of Connectivity\nOur Strategic Advantage\nTrusted\nLeader\nConnectivity\nLeadership\nWorld-Class\nScale\nDifferentiated\nManufacturing\nFootprint\nExpanding\nCustomer\nReach\n~6,900 Customers\nAcross Mobile and\nBroad Markets\nStrong Cash\nGeneration\nFund Growth\nOpportunities While\nReturning Cash to\nStockholders\nConnectivity\nEverywhere\nCapitalizing on\nUbiquitous\nWireless\nTechnologies\n(1) Non-GAAP – Adjusted for Certain Items. See Appendix for a Reconciliation to GAAP.\n(2) On a per share basis.\n3\n$1.0B\n$1.2B $1.3B\n$0.6B\n$0.8B\n$1.1B\nFY15 FY20 FY25\nOperating Cash Flow\nNon-GAAP Free Cash Flow\nThe transaction is expected to deliver:\n✓ A stronger innovation pipeline with the creation of an innovative global RF, analog and\npower technology company that can provide customers with more highly integrated,\ncomplete solutions, as well as a broad range of products and technologies\n✓ Enhanced scale and financial profile, supported by a stronger, more balanced revenue\nbase\n✓ Advances in our US manufacturing position and improved factory utilization\n✓ $500 million or more of annual cost synergies within 24 to 36 months after closing\nonce the companies are fully integrated\nIn February 2026, our stockholders approved the proposals that would allow us to\neffectuate this business combination\nTransformative Merger with Qorvo\n$3.3B $3.4B $4.1B\nFY15 FY20 FY25\n$0.65\n$1.82\n$2.81\nFY15 FY20 FY25\nTotal Annual Dividends Net (2) Revenue Cash Flow Generation\nStrong Financial Performance\n(1)\n\nKey Leadership Transitions to Guide Skyworks’ Next Chapter of Growth\n4\nPhil Brace\nCEO and President\nJoined SWKS in February 2025\n✓ Extensive experience in the semiconductor, server, IoT and storage\nindustries, having held roles across software, hardware, engineering,\nmarketing and sales\n✓ Former CEO and president of Sierra Wireless where he led the company\nthrough significant operational improvements\n✓ Accomplished technology executive with a track record of success in\nleadership roles across Inseego, Veritas Technologies and Seagate\nTechnology\nPhil Carter\nCFO and Senior Vice President\nRejoined SWKS in September 2025\n✓ Previously served in multiple roles at Skyworks, including corporate\ncontroller and principal accounting officer\n✓ Experience leading enterprise-wide strategic operational initiatives,\nincluding financial transformation, operational scalability and\nimplementation of robust reporting systems to support Skyworks’\ngrowth\n✓ Significant semiconductor industry experience, including at Advanced\nMicro Devices and Broadcom, where he helped transform Broadcom’s\naccounting organization during a period of rapid growth\nFollowing a robust succession process with the help of an executive search firm, Skyworks appointed Phil Brace as CEO in\nFebruary 2025 and Phil Carter as CFO in September 2025\n\n5\nFY25 Executive Compensation Aligned with Stockholder Interests\nPay Element Objectives and Details Performance Metrics\nSalary ▪ Designed to attract and retain talented executives and\nrecognize individual roles and responsibilities --\nShort-Term\nIncentive\n▪ Established annually by the Compensation and Talent Committee\n▪ Based on achievement of pre-established performance goals that are\nmeasured over a one fiscal-year period\n• Revenue (50%)\n• Non-GAAP Operating\nIncome(1) (50%)\nPerformance\nShares\n60% of total\ntargeted equity\ncompensation\n▪ Aligns executives’ interests with those of stockholders over one- and\nthree-year performance periods\n▪ Relative EBITDA and TSR metrics require above-median\nperformance, targeting the 55th percentile of peer group\n▪ For FY25 awards, performance and vesting periods of EBITDA\nmargin metric increased to three years\n(previously two years)\n▪ Shares earned with respect to emerging revenue growth vest after\ntwo years, while shares earned with respect to the relative TSR\nmetric vest after three years\n• One-year emerging revenue\ngrowth (25%)\n• Three-yearrelative EBITDA\nmargin (25%)\n• Three-yearrelative TSR\n(50%)\nRestricted\nStock Units\n40% of total\ntargeted equity\ncompensation\n▪ Retains key executives through time-based vesting\n▪ Aligns executives’ interests with those of stockholders over four-year\nvesting period\n--\nStarting with FY25\nFor FY26, all performance share\nawards will cliff vest at the end of a\nthree-year period\n(1) Non-GAAP operating income typically excludes from GAAP operating income the following: share-based compensation expense, acquisition-related expenses,\namortization of acquisition-related intangibles, settlements, gains, losses, and impairments and restructuring-related charges.\nShort-Term Incentive Target\nSetting\n• Goals aligned with our annual\noperating plan\n• Targets were set in early FY25\nand considered the broader\nmacroeconomic environment,\nmarket conditions and\nexpected customer demand\n• Above target achievement in\nFY25 was due to stronger than\nexpected performance\nCompensation program and total target opportunity designed to attract and retain\ntalent during a critical transition period for the Company\n\n$65.64\n$82.05\n$98.46\n$114.87\n$131.27\n$164.09\nBase Price Tranche 1\nHurdle\nTranche 2\nHurdle\nTranche 3\nHurdle\nTranche 4\nHurdle\nTranche 5\nHurdle\nCEO New Hire Award Fully Performance Based\n6\n(1) Equal to the average closing price for the seven trading days following February 5, 2025.\n(2) Based on Compensation and Talent Committee’s independent advisor’s Monte Carlo simulation.\nAward Context and Rigor:\n• Inducement award designed to incentivize long-term stock price performance\nand tie directly to stockholder experience\n• Grant date fair value of $16 million(2)\n• CEO only realizes value after creation of significant stockholder value\n• Rigor of award is illustrated by the 29% stock price appreciation still required\nto hit first hurdle based on current stock price and 158% stock price\nappreciation required to hit the final tranche based on current stock price\nKey Award Features:\n• Delayed stock price measurement start establishes immediate long-term\nperformance link: Performance period is 2/17/27 – 2/17/31, beginning two\nyears into CEO’s tenure, which incentivizes actions that drive long-term stock\nprice appreciation\n• Stock price outperformance required: Each tranche requires significant\nincrease in share price; final tranche requires 150% increase above base price\n• Sustained multi-day performance required: Share price hurdle achievement\nmeasured on average of closing share prices for trailing 60 trading days\nwithin the performance period up to and including the day of measurement\n• Rigorous vesting provision: If price hurdles are achieved, shares only vest on\nthe one-year anniversary of the applicable price hurdle achievement date\nShare Price as of 4/24/26: $63.65\n(1)\n29% stock price\nappreciation still\nrequired to achieve\nany payout\n158% stock price\nappreciation still\nrequired to reach\nfinal tranche\n\nExecutive Compensation Program Aligned with Best Practices\n7\nOur executive compensation program reflects our pay-for-performance philosophy and has been shaped\nby responsivenessto stockholder input\nWhat We Do\n✓ Heavily weight executive compensation toward “at risk,”\nperformance-based compensation\n✓ Use multi-year vesting for executive officer equity awards, with 100% of the\nannual performance share awards for fiscal year 2026 cliff vesting at the end of a\nthree-year vesting period\n✓ Maintain a clawback policy providing for recovery of incentive compensation from\nSection 16 officers in the event of a financial restatement\n✓ Maintain robust stock ownership guidelines for executive officers and non-executive directors\n✓ Benchmark pay practices against selected peer companies with whom we\ncompete for executive talent\n✓ Maintain a cash severance limitation policy applicable to executive officers\n✓ Conduct regular engagement with stockholders on compensation-related topics\nWhat We Don’t Do\n⊗Guarantee bonus payments or base salary increases\n⊗Provide single-trigger change-in-control benefits\n⊗Provide excise tax gross-up payments in connection with a change in\ncontrol of the Company\n⊗Provide excessive perquisites to our executive officers\n⊗Provide retirement or pension benefits to our executive officers that are\nnot available to employees generally\n⊗Permit hedging, pledging or other forms of speculative transactions by\nemployees or directors\n⊗Allow for the repricing of stock options without stockholder approval\n⊗Pay dividends or dividend equivalents on unearned performance shares or\nrestricted stock units\n⊗Include “evergreen” provisions or “liberal” change-in-control definitions in our\nequity incentive award plans\n\nShare Request Proposal: Thoughtful Use of Long-Term Incentive Plan\n8\nWe are requesting approval to add eight million shares under a new equity plan to enable us to attract,\nretain and motivate the most talented employees in our industry\nEquity Request Rationale and Considerations\n▪ In determining the share needs of the Company, the\nCompensation and Talent Committee considered anticipated\nannual equity awards, projected new-hire equity awards, and\npotential motivational and retention needs across the broad base\nof our long-term incentive plan participants, which includes ~25%\nof our employees\n▪ The Committee also considered the dilutive impact to our\nstockholders and anticipates that this equity request will be\nsufficient for approximately two years of grants\n▪ Practices and plan features, including vesting provisions, are fully\naligned with industry norms\n▪ Our Board believes the shares requested is judicious, sustainable\nand critical to meeting our business needs\n▪ Attracts, Incentivizes, Retains and Motivates Talent. It is critical\nto our success that we attract and retain excellent talent in a\ncompetitive labor market, especially during a transformative time\nat the Company as we prepare for our planned merger with\nQorvo\n▪ Aligns with Our Pay-for-Performance Compensation Philosophy.\nSupports our performance-based compensation program, and for\nexample, if our stock appreciates, employees receive greater\ncompensation at the same time our stockholders receive greater\nreturn on their investment\n▪ Aligns Employee Interests with Stockholder Interests. Providing\ntop performers, critical talent, and key employees with equity\ncompensation directly aligns the interests of those employees\nwith the interests of our stockholders\n▪ Consistent with Stockholder Interests and Sound Corporate\nGovernance. The 2026 Plan was purposefully designed to include\nfeatures that are consistent with the interests of our\nstockholders\nReasons Stockholders Should Approve the 2026 Plan\n\nHighly Qualified and Experienced Director Nominees\nBalanced Board\n* Committee Chair AC = Audit Committee; CTC = Compensation and Talent Committee; NCGC = Nominating and Corporate Governance Committee\nIn connection with Phil Brace’s appointment as CEO in February 2025, Chris King, who had served as\nSkyworks’ Lead Independent Director since 2019, was appointed Independent Chairman of the Board\nAppropriate\nBalance of\nTenure\nJoined in 2025\nJoined in 2005\nJoined in 2004\nCommittees: None\nCommittees: NCGC*\nCommittees: AC*, NCGC\nMr. Philip G. Brace\nCEO and President\nSkyworks\nMr. David P. McGlade\nFormer Executive Chairman\nIntelsat\nCommittees: CTC* Joined in 2019\nMr. Alan S. Batey\nFormer EVP and President of\nNorth America\nGeneral Motors\nCommittees: NCGC Joined in 2022\nMs. Suzanne E. McBride\nChief Operations Officer\nIridium Communications\nCommittees: CTC, NCGC Joined in 2023\nMs. Maryann Turcke\nFormer Chief Operating\nOfficer\nNational Football League\n9\n4\n1\n< 5 Years 4 > 10 Years\n5-10 Years\n89%\nIndependent\nSkyworks’ Board is comprised of directors with a range of backgrounds and experiences aligned with our strategy, enabling\neffective oversight and valuable guidance to senior management\nCommittees: AC, CTC\nJoined in 2006\nCommittees: AC Joined in 2022\nCommittees: None\nMs. Christine King\nChairman of the Board\nFormer Executive Chairman\nQLogic\nMr. Eric J. Guerin\nChief Financial Officer\nRB Global\nMr. Robert A. Schriesheim\nChairman\nTruax Partners\nJoined in 2014\nMr. Kevin L. Beebe\nPresident and CEO\n2BPartners\n\nWe Ask for Your Support at the 2026 Annual Meeting\n10\nProposal 1 FOR Election of Nine Directors\nProposal 2 FOR Ratification of Appointment of KPMG LLP\nProposal 3 FOR Advisory Vote to Approve Compensation of Named Executive Officers\nProposals 4-7 FOR Amendments to Certificate of Incorporation to Eliminate Supermajority Vote Provisions\nProposal 8 FOR Approve 2026 Long-Term Incentive Plan\nProposal 9 AGAINST Stockholder Proposal Regarding Greenhouse Gas Emission Reduction Efforts Report\n\nThis presentation includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include information relating\nto future events, prospects, expectations, and results of Skyworks (e.g., certain projections and business trends, as well as plans for dividend payments). Forward-looking statements can often be identified by words such as “anticipates,”\n“expects,” “forecasts,” “intends,” “believes,” “plans,” “target,” “may,” “will” or “continue,” and similar expressions and variations or negatives of these words. All such statements are subject to certain risks, uncertainties and other\nimportant factors that could cause actual results to differ materially and adversely from those projected and may affect our future operating results, financial position and cash flows. These risks, uncertainties and other important factors\ninclude: the risks of doing business internationally, including from trade war or trade protection measures (e.g., tariffs, retaliatory tariffs and other countermeasures or taxes), increased import/export restrictions and controls (e.g., our\nability to obtain foreign-sourced raw materials, including from Chinese-based sources, as well as our ability to sell products to certain specified foreign entities only pursuant to a limited export license from the U.S. Department of\nCommerce), the susceptibility of the semiconductor industry and the markets addressed by our, and our customers’, products to economic cycles or changes in economic conditions, including inflation and recession that could result from\ntrade war or trade protection measures; our reliance on a small number of key customers for a large percentage of our sales; decreased gross margins and loss of market share as a result of increased competition; our ability to obtain design\nwins from customers; market acceptance of our products and our customers’ products, including market acceptance of new, emerging technologies such as AI; the mix and volume of phone models sold by our largest customer; the\npotential impacts on our business, reputation, relationships, results of operations, cash flows and financial condition as a result of the proposed merger transactions with Qorvo, Inc. (“Qorvo”); the possibility that expected benefits related\nto such transactions with Qorvo may not materialize as expected; such transactions with Qorvo being timely completed, if completed at all; regulatory approvals required for the transaction not being timely obtained, if obtained at all, or\nbeing obtained subject to conditions; Skyworks or Qorvo’s business experiencing disruptions as a result of the acquisition or due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with\nemployees, customers, other business partners or governmental entities; Skyworks and Qorvo being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected\ntime-frames or at all; the costs, fees, expenses and other charges related to the transactions with Qorvo, including with respect to any related litigation; reduced flexibility in operating our business as a result of the indebtedness incurred in\nconnection with the transaction with Silicon Laboratories Inc. and the substantial amount of additional indebtedness we expect to incur in connection with the Qorvo transaction; delays in the deployment of commercial 5G networks or in\nconsumer adoption of 5G-enabled devices; the volatility of our stock price; changes in laws, regulations and/or policies that could adversely affect our operations and financial results, the economy and our customers’ demand for our\nproducts, or the financial markets and our ability to raise capital; fluctuations in our manufacturing yields due to our complex and specialized manufacturing processes; our ability to develop, manufacture and market innovative products,\navoid product obsolescence, reduce costs in a timely manner, transition our products to smaller geometry process technologies and achieve higher levels of design integration; the quality of our products and any defect remediation costs;\nour products’ ability to perform under stringent operating conditions; the availability and pricing of third-party semiconductor foundry, assembly and test capacity, raw materials, including rare earth and similar minerals, supplier\ncomponents, equipment and shipping and logistics services, including limits on our customers’ ability to obtain such services and materials; risks that we may not be able to optimize our manufacturing footprint and achieve any financial\nand operational benefits from such efforts, including reducing fixed costs or improving utilization rates, disruptions to our manufacturing processes, including relating to any relocation of our key facilities; our ability to successfully manage\nour senior management transitions; our ability to retain, recruit and hire key executives or the departure of any such executives, technical personnel and other employees in the positions and numbers, with the experience and capabilities,\nand at the compensation levels needed to implement our business and product plans; the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory; other\neconomic, social, military and geopolitical conditions in the countries in which we, our customers or our suppliers operate, including the conflicts in Ukraine, Iran and the Middle East, possible disruptions in transportation networks, and\nfluctuations in foreign currency exchange rates; the effects of global health crises on business conditions in our industry, including the risk of significant disruptions to our business operations, as well as negative impacts to our financial\ncondition; our ability to prevent theft of our intellectual property, disclosure of confidential information or breaches of our information technology systems; uncertainties of litigation, including potential disputes over intellectual property\ninfringement and rights, as well as payments related to the licensing and/or sale of such rights; our ability to continue to grow and maintain an intellectual property portfolio and obtain needed licenses from third parties; our ability to make\ncertain investments and acquisitions, integrate companies we acquire and/or enter into strategic alliances; and other risks and uncertainties, including those detailed from time to time in our filings with the Securities and Exchange\nCommission.\nThe forward-looking statements contained in this presentation are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events\nor otherwise.\nAppendix: Safe Harbor Statement\n11\n\n12\nAppendix: Unaudited Reconciliations of Non-GAAP Financial Measures\nTwelve Months Ended\n(in millions) Oct. 3, 2025 Oct. 2, 2020 Oct. 2, 2015\nGAAP net cash provided by operating activities $ 1,301 $ 1,205 $ 993\nCapital expenditures (195) (389) (430)\nNon-GAAP free cash flow $ 1,106 $ 816 $ 563\n\nskyworksinc.com"}