8-K

Qorvo, Inc. (QRVO)

8-K 2021-08-11 For: 2021-08-10
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Added on April 04, 2026

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

August 10, 2021

(Date of earliest event reported)

rfmd-20210810_g1.jpg

Qorvo, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-36801 46-5288992
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

7628 Thorndike Road, Greensboro, North Carolina 27409-9421

(Address of principal executive offices)

(Zip Code)

(336) 664-1233

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, $0.0001 par value QRVO The Nasdaq Stock Market LLC

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. o

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 10, 2021, Qorvo, Inc. (the “Company”) held its Annual Meeting of Stockholders. The stockholders of the Company (i) elected each of the director nominees, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) voted, on an advisory basis, for a frequency of one year for holding future advisory votes on the compensation of the Company's named executive officers; and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 2, 2022.

The final voting results with respect to each of the four proposals are set forth below.

Proposal 1. To elect the nine directors named in the Company’s proxy statement to serve a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.

Nominee Voted For Withheld Broker Non-Votes
Ralph G. Quinsey 83,778,645 1,069,847 10,392,288
Robert A. Bruggeworth 84,359,739 488,753 10,392,288
Judy Bruner 83,536,609 1,311,883 10,392,288
Jeffery R. Gardner 82,019,441 2,829,051 10,392,288
John R. Harding 84,305,277 543,215 10,392,288
David H. Y. Ho 84,300,663 547,829 10,392,288
Roderick D. Nelson 79,949,352 4,899,140 10,392,288
Dr. Walden C. Rhines 81,707,578 3,140,914 10,392,288
Susan L. Spradley 82,449,768 2,398,724 10,392,288

Proposal 2. To approve, on an advisory basis, the compensation of the Company's named executive officers.

For Against Abstain Broker Non-Votes
80,061,621 4,672,211 114,660 10,392,288

Proposal 3. To vote, on an advisory basis, on the frequency of future advisory votes on the compensation of the Company's named executive officers.

1 Year 2 Years 3 Years Abstain Broker Non-Votes
82,988,732 90,824 1,688,331 80,605 10,392,288

The Company has determined that it will continue to include an advisory vote on the compensation of the Company's named executive officers in its proxy materials for each annual meeting of stockholders until the next advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers, which will occur no later than the Company's 2027 Annual Meeting of Stockholders.

Proposal 4. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending April 2, 2022.

For Against Abstain
94,688,123 375,968 176,689

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.

Qorvo, Inc.
By: /s/ Mark J. Murphy
Mark J. Murphy
Chief Financial Officer

Date:    August 11, 2021