Business Context and Reporting Period
This Form 8-K, filed on February 11, 2026, reports the results of a special meeting of stockholders held by Skyworks Solutions, Inc. on the same date. The meeting addressed proposals related to a proposed merger with Qorvo, Inc., pursuant to an Agreement and Plan of Merger dated October 27, 2025.
Key Financial Metrics
This filing is a current report regarding corporate governance and transaction approval; it does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics for Skyworks Solutions, Inc. or Qorvo, Inc.
Material Changes and Voting Results
Stockholders voted to approve the issuance of Skyworks Common Stock to effectuate the merger with Qorvo. As of the record date (December 23, 2025), 149,930,299 shares were outstanding. Approximately 80.98% of outstanding shares were present or represented by proxy.
- Proposal No. 1 (Stock Issuance): Approved.
- Votes For: 120,980,973
- Votes Against: 289,580
- Abstentions: 144,824
- Proposal No. 2 (Adjournment): Deemed not necessary as the Stock Issuance Proposal was approved with a quorum present.
- Votes For: 115,407,264
- Votes Against: 5,894,295
- Abstentions: 113,818
Outlook, Risks, and Contingencies
While stockholder approval has been secured, the completion of the merger remains subject to several closing conditions, including:
- Expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
- Approval under other applicable antitrust and foreign investment regimes.
- Absence of any order, injunction, or law prohibiting the transaction.
- Accuracy of representations and warranties and compliance with obligations under the Merger Agreement.
- Absence of a continuing material adverse effect on either Skyworks or Qorvo.
The filing includes extensive forward-looking statements cautioning that the transaction may not be completed on anticipated terms or timing due to regulatory hurdles, integration risks, litigation, or general economic conditions.
Investor Verification Checklist
- Verify the status of regulatory approvals, specifically under the Hart-Scott-Rodino Act and foreign investment regimes.
- Monitor for any legal orders or injunctions that could prohibit the transaction.
- Review the definitive joint proxy statement/prospectus filed on December 23, 2025, for detailed risk factors and transaction terms.
- Assess the potential for material adverse effects impacting either company prior to closing.