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8-K

Skyworks Solutions, Inc. (SWKS)

8-K 2026-05-19 For: 2026-05-13
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Added on May 19, 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

Date of Report (Date of Earliest Event Reported): May 13, 2026

Skyworks Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-05560 04-2302115
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
5260 California Avenue 92617
Irvine, California
(Address of principal executive offices) (Zip Code) (949) 231-3000
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(Registrant’s telephone number, including area code) Not Applicable
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(Former name or former address, if changed since last report)

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, par value $0.25 per share SWKS 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of stockholders of Skyworks Solutions, Inc. (the “Company”) held on May 13, 2026 (the “Annual Meeting”), the Company’s stockholders approved the 2026 Long-Term Incentive Plan (the “2026 LTIP”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval. The description of the 2026 LTIP contained on pages 80 to 92 of the Company’s Definitive Proxy Statement for the 2026 Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2026, in connection with the Annual Meeting (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the 2026 LTIP is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

At the Annual Meeting, the Company’s stockholders were asked to consider and vote on nine proposals that are described in the Proxy Statement. The results of the voting on each of those proposals were as follows:

1.The Company’s stockholders elected each of Alan S. Batey, Kevin L. Beebe, Philip G. Brace, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke to serve as a director of the Company until the next annual meeting of the Company’s stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

The voting results with respect to each director elected at the Annual Meeting are set forth in the following table:

Nominees Votes For Votes Against Votes Abstain Broker Non-Votes
Alan S. Batey 90,839,246 17,937,861 157,371 12,941,125
Kevin L. Beebe 91,307,647 17,426,070 200,761 12,941,125
Philip G. Brace 107,873,021 915,837 145,620 12,941,125
Eric J. Guerin 107,768,177 1,010,581 155,720 12,941,125
Christine King 91,823,084 16,968,229 143,165 12,941,125
Suzanne E. McBride 106,787,393 1,903,738 243,347 12,941,125
David P. McGlade 99,721,124 9,056,072 157,282 12,941,125
Robert A. Schriesheim 106,144,737 2,633,151 156,590 12,941,125
Maryann Turcke 94,618,670 14,020,920 294,888 12,941,125

2.The Company’s stockholders ratified the selection by the Company’s Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s 2026 fiscal year.

Votes For Votes Against Votes Abstain Broker Non-Votes
112,917,728 8,706,974 250,901 0

3.The Company’s stockholders did not approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

Votes For Votes Against Votes Abstain Broker Non-Votes
54,203,161 54,542,944 188,373 12,941,125

4.The Company’s stockholders did not approve an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Charter”), to eliminate the supermajority vote provisions relating to stockholder approval of a merger or consolidation, disposition of all or substantially all of the Company’s assets, or issuance of a substantial amount of the Company’s securities.

Votes For Votes Against Votes Abstain Broker Non-Votes
108,270,918 561,080 102,480 12,941,125

5.The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provisions relating to stockholder approval of a business combination with any related person.

Votes For Votes Against Votes Abstain Broker Non-Votes
108,266,638 562,900 104,940 12,941,125

6.The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provision relating to stockholder amendment of Charter provisions governing directors.

Votes For Votes Against Votes Abstain Broker Non-Votes
108,259,191 567,621 107,666 12,941,125

7.The Company’s stockholders did not approve an amendment to the Charter to eliminate the supermajority vote provision relating to stockholder amendment of the Charter provision governing action by stockholders.

Votes For Votes Against Votes Abstain Broker Non-Votes
108,272,665 552,446 109,367 12,941,125

8.The Company’s stockholders voted to approve the 2026 LTIP.

Votes For Votes Against Votes Abstain Broker Non-Votes
87,120,961 21,664,734 148,783 12,941,125

9.The Company’s stockholders did not approve a stockholder proposal regarding greenhouse gas emission reduction efforts report.

Votes For Votes Against Votes Abstain Broker Non-Votes
18,031,051 90,550,272 353,155 12,941,125

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number Description
99.1 2026 Long-Term Incentive Plan(incorporated by reference to Annex 1 to theCompany’s Definitive Proxy Statement filed with the SEC on April 3, 2026)
104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Skyworks Solutions, Inc.
May 19, 2026 By: /s/ Robert J. Terry
Name: Robert J. Terry
Title: Senior Vice President, General Counsel and Secretary