UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of principal executive offices)
(Zip Code)
(336 ) 664-1233
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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).
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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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 10, 2021, Qorvo, Inc. (the “Company”) held its Annual Meeting of Stockholders. The stockholders of the Company (i) elected each of the director nominees, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) voted, on an advisory basis, for a frequency of one year for holding future advisory votes on the compensation of the Company's named executive officers; and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 2, 2022.
The final voting results with respect to each of the four proposals are set forth below.
Proposal 1. To elect the nine directors named in the Company’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 | 83,778,645 | 1,069,847 | 10,392,288 | |||||||||||||||||
| Robert A. Bruggeworth | 84,359,739 | 488,753 | 10,392,288 | |||||||||||||||||
| Judy Bruner | 83,536,609 | 1,311,883 | 10,392,288 | |||||||||||||||||
| Jeffery R. Gardner | 82,019,441 | 2,829,051 | 10,392,288 | |||||||||||||||||
| John R. Harding | 84,305,277 | 543,215 | 10,392,288 | |||||||||||||||||
| David H. Y. Ho | 84,300,663 | 547,829 | 10,392,288 | |||||||||||||||||
| Roderick D. Nelson | 79,949,352 | 4,899,140 | 10,392,288 | |||||||||||||||||
| Dr. Walden C. Rhines | 81,707,578 | 3,140,914 | 10,392,288 | |||||||||||||||||
| Susan L. Spradley | 82,449,768 | 2,398,724 | 10,392,288 | |||||||||||||||||
Proposal 2. To approve, on an advisory basis, the compensation of the Company's named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 80,061,621 | 4,672,211 | 114,660 | 10,392,288 | |||||||||||||||||
Proposal 3. To vote, on an advisory basis, on the frequency of future advisory votes on the compensation of the Company's named executive officers.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 82,988,732 | 90,824 | 1,688,331 | 80,605 | 10,392,288 | ||||||||||||||||||||||
The Company has determined that it will continue to include an advisory vote on the compensation of the Company's named executive officers in its proxy materials for each annual meeting of stockholders until the next advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers, which will occur no later than the Company's 2027 Annual Meeting of Stockholders.
Proposal 4. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending April 2, 2022.
| For | Against | Abstain | ||||||||||||
| 94,688,123 | 375,968 | 176,689 | ||||||||||||
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 11, 2021