Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Stockholders held by QUALCOMM Incorporated on March 17, 2026. The filing details the voting outcomes for seven proposals presented to shareholders, including director elections, auditor ratification, executive compensation, and stockholder proposals.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
The following material outcomes were determined at the Annual Meeting:
- Director Elections: All 11 nominees were elected, receiving affirmative votes from a majority of votes cast. Notable vote splits included Jeffrey W. Henderson (37.7M withhold) and Ann M. Livermore (53.2M withhold).
- Auditor Ratification: Stockholders approved the selection of PricewaterhouseCoopers LLP as the independent public accountant for the fiscal year ending September 27, 2026.
- Executive Compensation: The advisory vote on named executive officer compensation was approved. Stockholders also voted to maintain an annual frequency for future advisory votes on compensation.
- Equity Plan: Stockholders approved the Amended and Restated 2023 Long-Term Incentive Plan, which includes an increase in the share reserve by 24,000,000 shares.
- Stockholder Proposals Rejected:
- Proposal 6: "Shareholder Ability to Call for a Special Shareholder Meeting" was not approved (316M For vs. 432M Against).
- Proposal 7: "Report on Risk of China Exposure" was not approved (22M For vs. 722M Against).
Guidance, Outlook, and Risks
The filing does not contain management commentary, financial guidance, or outlook for future periods. The rejection of the "Report on Risk of China Exposure" proposal indicates that the majority of voting shareholders did not support a specific report on this risk at this time, though the filing does not elaborate on the company's specific risk management strategies regarding China.
Key Facts for Investor Verification
- Verify the impact of the 24,000,000 share increase to the Long-Term Incentive Plan on future dilution.
- Review the significant "Withhold" votes for directors Ann M. Livermore and Irene B. Rosenfeld (over 50M votes each) to assess potential governance concerns.
- Confirm the company's stance on the rejected "China Exposure" report in subsequent disclosures or earnings calls.
- Check the definitive proxy statement dated January 22, 2026, for detailed biographies of the elected directors and full compensation details.