Skyworks Solutions Stockholders Approve Share Issuance Proposal at Virtual Special Meeting

Skyworks Solutions (NASDAQ:SWKS) held a virtual special meeting of stockholders chaired by President and CEO Phil Brace, with Senior Vice President, General Counsel, and Secretary Robert Terry and Vice President, Associate General Counsel, and Assistant Secretary David Chase also participating.

Meeting participants and process

Brace opened the meeting by introducing directors in attendance: Christine King, Alan S. Batey, Kevin Beebe, Eric J. Guerin, Suzanne McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke. Terry Hassett, a representative of Broadridge, served as the independent inspector of elections.

Chase reviewed procedural matters, including that the agenda and rules of conduct were available on the meeting website and that stockholders could submit questions through the online portal. He said Skyworks had a proof by affidavit from Broadridge stating that notice of the special meeting had been duly given and that the notice of special meeting, proxy statement, proxy card, and related materials were mailed on or about December 23, 2025, to stockholders of record as of the close of business on December 23, 2025. Chase added that the inspector of elections had taken the customary oath to execute duties with strict impartiality and that the affidavit and oath would be included with the meeting minutes.

Quorum and voting mechanics

Chase said the inspector of elections examined proxies received and reported that more than a majority of the total issued and outstanding shares of common stock entitled to vote at the meeting were present or represented by proxies held by Brace and Terry, establishing a quorum. Stockholders were told they would vote by proxy ballot, with one vote per share of common stock.

Brace formally opened the polls, and Chase noted that stockholders who had already submitted proxies did not need to vote again unless they wished to change their vote. Stockholders of record who had not submitted a proxy, or who wanted to change a prior vote, were instructed to vote using the online portal. Brace also stated that until the polls closed, stockholders could revoke or change prior votes, but that no ballots, proxies, votes, or changes would be accepted after the polls closed.

Proposals presented to stockholders

Two matters were presented for stockholder consideration:

• Stock issuance proposal: Approval of the issuance of Skyworks common stock, par value $0.25 per share, pursuant to an agreement and plan of merger dated October 27, 2025, by and among Skyworks, Qorvo, Inc., Comet Acquisition Corp., and Comet Acquisition II, LLC, pursuant to Nasdaq Listing Rule 5635(a). Chase said Skyworks’ board of directors recommended stockholders vote in favor of the proposal, citing reasons set forth in the proxy statement.
• Adjournment proposal: Approval to adjourn the special meeting from time to time, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve the stock issuance proposal, if a quorum were not present, or to ensure any supplement or amendment to the proxy statement was timely provided to stockholders. Chase said the board recommended stockholders vote in favor of this proposal as well.

Questions and results

Chase said the company paused to review any questions submitted by stockholders on the proposals, but Terry, who was monitoring the online portal, reported that no questions had been submitted related to the proposals.

After stockholders were prompted to submit votes through the online portal, Chase declared the polls closed. He reported that the inspector of elections provided a preliminary vote report showing that both the stock issuance proposal and the adjournment proposal had been approved. Because the stock issuance proposal was approved, Chase said no adjournment to solicit additional proxies was necessary.

Next disclosure

Chase said final voting results would be made available in a current report on Form 8-K to be filed with the U.S. Securities and Exchange Commission within four business days after the end of the special meeting. Brace then adjourned the meeting.

About Skyworks Solutions (NASDAQ:SWKS)

Skyworks Solutions, Inc is a leading semiconductor company that designs and manufactures analog and mixed-signal semiconductors for use in radio frequency (RF) and mobile communications markets. The company’s portfolio includes power amplifiers, front-end modules, switches, filters, low-noise amplifiers, and other components that enable wireless connectivity in smartphones, tablets, wearables, automotive telematics, and broadband infrastructure. With a focus on energy efficiency and integration, Skyworks serves a broad range of customers in the mobile, Internet of Things (IoT), automotive, connected home, and industrial end markets.

Headquartered in Irvine, California, Skyworks operates a network of design, development, and manufacturing facilities across North America, Europe, and the Asia-Pacific region.