Business Context and Reporting Period
Company: Skyworks Solutions, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 11, 2025
Event: Adoption of a new Severance and Change in Control Benefits Plan by the Compensation Committee.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is a disclosure of a corporate governance action regarding executive compensation.
Material Changes
The primary material change is the establishment of a new Severance Plan effective November 11, 2025. This plan applies to Senior Vice Presidents and above reporting to the CEO, excluding the CEO. It defines specific severance triggers and benefit structures for terminations without Cause or for Good Reason, both outside and within a Change in Control window.
Guidance, Outlook, and Management Commentary
Severance Benefits (Outside Change in Control):
- Lump sum payment equal to 1x annual base salary.
- Prorated short-term incentive (STI) based on actual achievement.
- Payment of prior fiscal year STI if not yet paid.
- COBRA premium coverage for up to 12 months or until new employment.
- Acceleration of service-based equity awards for the 12-month period following termination.
- In-flight performance awards deemed earned if the measurement date occurs within 12 months.
- Stock options remain exercisable for 12 months post-termination.
- Lump sum payment equal to 1.5x the sum of annual base salary and target annual STI.
- Payment of prior fiscal year STI if not yet paid.
- COBRA premium coverage for up to 18 months or until new employment.
- Full acceleration of service-based equity awards.
- In-flight performance awards deemed earned at the greater of target level or pro-rated performance.
- Full acceleration of equity awards if not assumed by the successor company.
- Stock options remain exercisable for 18 months post-termination.
- Full vesting of service-based equity awards.
- In-flight performance awards deemed earned at the greater of target or pro-rated performance.
- Stock options remain exercisable for 12 months post-termination.
- Payments are subject to the Executive Officer Cash Severance Limitation Policy.
- Payments may be reduced to avoid excise taxes under Section 4999 of the Internal Revenue Code if the after-tax amount is greater.
Investor Verification Checklist
- Verify the specific list of "Covered Executives" eligible under the new plan.
- Review the full text of the Severance Plan (Exhibit 10.1) for detailed definitions of "Cause," "Good Reason," and "Change in Control."
- Assess the potential financial impact of the 1.5x multiplier in a Change in Control scenario on the company's cash reserves.
- Confirm if any existing Change in Control/Severance Agreements (CIC Agreements) have been terminated or modified to align with this new plan.