Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 8, 2017
(Date of earliest event reported)
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Qorvo, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-36801
46-5288992
(State or Other Jurisdiction
(Commission File
(I.R.S. Employer
of Incorporation)
Number)
Identification No.)

7628 Thorndike Road
Greensboro, North Carolina 27409-9421
(Address of principal executive offices)
(Zip Code)
 
(336) 664-1233
(Registrant’s telephone number, including area code)

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))
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 5.07. Submission of Matters to a Vote of Security Holders.
(a), (b)
Qorvo, Inc. (“Qorvo”) held its Annual Meeting of Stockholders on August 8, 2017. Qorvo stockholders (i) elected each of the director nominees, (ii) approved, on an advisory basis, the compensation of Qorvo’s named executive officers, (iii) reapproved the Qorvo, Inc. 2012 Stock Incentive Plan (the “Stock Incentive Plan”), pursuant to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and (iv) ratified the appointment of KPMG LLP as Qorvo’s independent registered public accounting firm for the fiscal year ending March 31, 2018.
The final voting results with respect to each of the four proposals are set forth below.
Proposal 1. To elect the eleven directors named in Qorvo’s proxy statement to serve a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.
Nominee
 
Voted For
 
Withheld
 
Broker
Non-Votes
Ralph G. Quinsey
 
102,462,543
 
2,133,275
 
13,737,704
Robert A. Bruggeworth
 
102,666,904
 
1,928,914
 
13,737,704
Daniel A. DiLeo
 
102,602,238
 
1,993,580
 
13,737,704
Jeffery R. Gardner
 
90,343,489
 
14,252,329
 
13,737,704
Charles Scott Gibson
 
101,611,194
 
2,984,624
 
13,737,704
John R. Harding
 
102,615,070
 
1,980,748
 
13,737,704
David H. Y. Ho
 
102,642,653
 
1,953,165
 
13,737,704
Roderick D. Nelson
 
102,682,950
 
1,912,868
 
13,737,704
Dr. Walden C. Rhines
 
102,581,637
 
2,014,181
 
13,737,704
Susan L. Spradley
 
102,864,148
 
1,731,670
 
13,737,704
Walter H. Wilkinson, Jr.
 
100,342,772
 
4,253,046
 
13,737,704








Proposal 2. To approve, on an advisory basis, the compensation of Qorvo’s named executive officers.
For
 
Against
 
Abstain
 
Broker Non-Votes
89,617,372
 
13,183,868
 
1,794,578
 
13,737,704
 
 
 
 
 
 
 


Proposal 3. To reapprove the Stock Incentive Plan, pursuant to the provisions of Section 162(m) of the Code.

For
 
Against
 
Abstain
 
Broker Non-Votes
101,292,183
 
1,700,585
 
1,603,050
 
13,737,704
 
 
 
 
 
 
 


Proposal 4. To ratify the appointment of KPMG LLP as Qorvo’s independent registered public accounting firm for the fiscal year ending March 31, 2018.
For
 
Against
 
Abstain
118,051,454
 
118,361
 
163,707
 
 
 
 
 
























SIGNATURE
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.

 
Qorvo, Inc.
 
 
 
 
By:
/s/ Mark J. Murphy
 
 
Mark J. Murphy
 
 
Chief Financial Officer

Date:    August 9, 2017