e8vkza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2011
QUALCOMM Incorporated
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
000-19528
|
|
95-3685934 |
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer |
of incorporation)
|
|
File Number)
|
|
Identification No.) |
5775 Morehouse Drive, San Diego, CA 92121
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (858) 587-1121
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This current report on Form 8-K/A updates information provided on a Form 8-K dated March 8, 2011
relating to disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders,
associated with QUALCOMM Incorporateds (the Company) Annual Meeting of Stockholders (the Annual
Meeting) held on March 8, 2011.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously reported, at the Annual Meeting, a non-binding, advisory vote was taken on the
frequency of future advisory votes regarding the compensation of the Companys executive officers.
A majority of the shares voted for holding such advisory votes on an annual basis.
After consideration of these voting results and other factors, the Compensation Committee of the
Companys Board of Directors decided that the Company will hold future advisory votes on executive
compensation on an annual basis. These annual advisory votes on executive compensation will
continue until the Compensation Committee considers the results of the next stockholder advisory
vote regarding the frequency with which future advisory votes on executive compensation should be
held.
Item 8.01. Other Events.
As previously reported, at the Annual Meeting, a majority of the shares voting were voted in favor
of a stockholder proposal requesting that the Board of Directors initiate amendment of the
Companys corporate governance documents to establish a majority voting process for director
elections. In that majority voting process, director nominees would be elected by the affirmative
vote of a majority of the votes cast at an annual meeting of stockholders, with a plurality vote
standard retained for contested director elections. The Board of Directors has therefore determined
that the agenda for the next annual meeting of stockholders will include a proposed amendment to
the Companys Certificate of Incorporation, removing current provisions that establish a plurality
voting standard for election of directors. If stockholders approve that amendment to the
Certificate of Incorporation, the Board of Directors would then establish a majority voting process
in the Companys Bylaws.
SIGNATURES
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.
Date:
July 5, 2011
|
|
|
|
|
|
QUALCOMM INCORPORATED
|
|
|
By: |
/s/ Donald J. Rosenberg
|
|
|
|
Donald J. Rosenberg |
|
|
|
Executive Vice President,
General Counsel and Corporate Secretary |
|
|