8-K
Broadcom Inc. (AVGO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 4, 2022
Broadcom Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-38449 | 35-2617337 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||
| 1320 Ridder Park Drive, | ||||||
| San Jose, | California | 95131-2313 | ||||
| (Address of principal executive offices including zip code) | ||||||
| (408) | 433-8000 | |||||
| ( Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| --- | --- | --- |
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, $0.001 par value | AVGO | The NASDAQ Global Select Market |
| 8.00% Mandatory Convertible Preferred Stock, Series A, $0.001 par value | AVGOP | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
The holders of Broadcom Inc.'s shares of common stock voted on the following matters at the 2022 Annual Meeting:
(1)To elect the nine director nominees named in the proxy statement until the next annual meeting of stockholders or until their successors have been elected;
(2)To ratify the appointment of PricewaterhouseCoopers LLP to serve as Broadcom’s independent registered public accounting firm for the fiscal year ending October 30, 2022; and
(3)To hold an advisory vote to approve the compensation of Broadcom’s named executive officers.
For each of these proposals a quorum was present. Each director nominee was elected and each of proposals 2 and 3 was approved by Broadcom's common stockholders.
The votes cast in connection with such matters were as follows:
(1)Election of director nominees:
| Name | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Diane M. Bryant | 325,512,824 | 3,853,055 | 1,509,957 | 31,085,533 |
| Gayla J. Delly | 325,831,289 | 3,530,893 | 1,513,654 | 31,085,533 |
| Raul J. Fernandez | 325,714,899 | 3,626,335 | 1,534,602 | 31,085,533 |
| Eddy W. Hartenstein | 320,920,173 | 8,431,401 | 1,524,262 | 31,085,533 |
| Check Kian Low | 322,487,418 | 6,860,558 | 1,527,860 | 31,085,533 |
| Justine F. Page | 328,649,229 | 708,447 | 1,518,160 | 31,085,533 |
| Henry Samueli | 324,874,512 | 4,515,946 | 1,485,378 | 31,085,533 |
| Hock E. Tan | 328,730,023 | 680,515 | 1,465,298 | 31,085,533 |
| Harry L. You | 247,485,110 | 81,688,776 | 1,701,950 | 31,085,533 |
(2) Ratify the appointment of PricewaterhouseCoopers LLP:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 357,124,928 | 3,267,197 | 1,569,244 | 0 |
(3) Advisory vote to approve the compensation of Broadcom's named executive officers:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 264,250,284 | 64,806,548 | 1,819,004 | 31,085,533 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 4, 2022
| Broadcom Inc. | |
|---|---|
| By: | /s/ Kirsten Spears |
| Name: | Kirsten Spears |
| Title: | Chief Financial Officer |