Business Context and Reporting Period
This Form 8-K Current Report was filed by QUALCOMM Incorporated on December 9, 2025. The filing reports a corporate governance event: the Board of Directors approved and implemented Amended and Restated Bylaws effective immediately.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. It is a non-financial corporate governance report.
Material Changes
The primary material change is the amendment to the Company's Bylaws regarding stockholder rights:
- Special Meeting Rights: Stockholders holding at least 25% net long ownership of outstanding common stock may now call a special meeting.
- Holding Period Requirement: The required ownership interest must be held continuously for at least one year prior to the request date.
- Procedural Safeguards: The right to call a meeting is subject to informational, timing, and other requirements to ensure adequate disclosure and prevent resource waste from multiple meetings.
- Other Changes: The Bylaws include clarifying, conforming, technical, and ministerial language changes.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, risk factor updates, or discussion of contingencies. The document focuses solely on the legal amendment of corporate bylaws.
Key Facts for Investor Verification
- Verify the full text of the Amended and Restated Bylaws attached as Exhibit 3.2 for specific procedural details on calling special meetings.
- Confirm the 25% net long ownership threshold and the one-year continuous holding period requirement for exercising new stockholder rights.
- Note that this filing does not impact the Company's financial position or operational results.