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

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.      )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

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QUALCOMM INCORPORATED

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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January 19, 2023

Dear Fellow Stockholders:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (Annual Meeting) of QUALCOMM Incorporated (Qualcomm) on Wednesday, March 8, 2023. The meeting will begin promptly at 9:30 a.m. Pacific Time at the Irwin M. Jacobs Qualcomm Hall, 5775 Morehouse Drive, San Diego, California 92121. We will begin the Annual Meeting with a discussion and vote on the matters set forth in the Notice of Annual Meeting of Stockholders, followed by a presentation on Qualcomm’s fiscal 2022 performance, and a question and answer session.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote via the Internet, by telephone, by completing and returning your proxy card or voting instruction form, scanning your QR code with your mobile device, or in person at the Annual Meeting, as set forth in the proxy statement. Voting by any of these methods will ensure your representation at the Annual Meeting.

Your vote is very important to us. I encourage you to vote as our Board of Directors has recommended.

Thank you for your support and your continued interest in Qualcomm. I look forward to seeing you in San Diego at the Irwin M. Jacobs Qualcomm Hall on Wednesday, March 8, 2023.

5775 Morehouse Drive
San Diego, California 92121-1714

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On March 8, 2023

To the Stockholders of QUALCOMM Incorporated:

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Stockholders (Annual Meeting) of QUALCOMM Incorporated, a Delaware corporation, will be held at the Irwin M. Jacobs Qualcomm Hall, 5775 Morehouse Drive, San Diego, California 92121, on Wednesday, March 8, 2023 at 9:30 a.m. Pacific Time to vote on the following matters:

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The election of 12 directors to hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified.

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The ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 24, 2023.

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The approval of the QUALCOMM Incorporated 2023 Long-Term Incentive Plan.

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The approval, on an advisory basis, of the compensation of our named executive officers.

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Such other business as may properly come before stockholders at the Annual Meeting or any adjournment or postponement thereof.

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The Board of Directors has fixed the close of business on January 9, 2023 as the Record Date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof.

By Order of the Board of Directors,
 

Ann Chaplin
General Counsel and Corporate Secretary

San Diego, California
January 19, 2023

TABLE OF CONTENTS

​	LETTER FROM OUR CEO	​	​
​	NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	​	​
​	TABLE OF CONTENTS	​	​	​	​	i	​	​
​	PROXY STATEMENT OVERVIEW	​	​	​	​	1	​	​
​	2023 Annual Meeting of Stockholders	​	​	​	​	1	​	​
​	How to Vote	​	​	​	​	1	​	​
​	Voting Matters and Board Recommendations	​	​	​	​	1	​	​
​	Overview of the Board Nominees	​	​	​	​	2	​	​
​	Board Diversity, Director Independence and Tenure	​	​	​	​	3	​	​
​	Board Diversity Matrix	​	​	​	​	3	​	​
​	PROXY STATEMENT	​	​	​	​	4	​	​
​	Meeting Information	​	​	​	​	4	​	​
​	Registered Owners and Beneficial Owners	​	​	​	​	4	​	​
​	Voting Rights and Outstanding Shares	​	​	​	​	4	​	​
​	Notice of Internet Availability of Proxy Materials	​	​	​	​	4	​	​
​	Voting Methods	​	​	​	​	5	​	​
​	How Your Shares Will Be Voted	​	​	​	​	5	​	​
​	Voting Results	​	​	​	​	5	​	​
​	Broker Non-Votes	​	​	​	​	5	​	​
​	Determination of Quorum	​	​	​	​	6	​	​
​	Revocability of Proxies	​	​	​	​	6	​	​
​	Proxy Solicitation	​	​	​	​	6	​	​
​	Stockholder Proposals	​	​	​	​	6	​	​
​	Householding	​	​	​	​	7	​	​
​	CORPORATE GOVERNANCE	​	​	​	​	8	​	​
​	Code of Ethics and Corporate Governance Principles and Practices	​	​	​	​	8	​	​
​	Board Leadership Structure	​	​	​	​	8	​	​
​	Board Meetings, Committees and Attendance	​	​	​	​	9	​	​
​	Board’s Role in Risk Oversight	​	​	​	​	11	​	​
​	Director Nominations	​	​	​	​	11	​	​
​	Board Evaluations	​	​	​	​	12	​	​
​	Majority Voting	​	​	​	​	13	​	​
​	Stock Ownership Guidelines	​	​	​	​	13	​	​
​	Communications with Directors	​	​	​	​	13	​	​
​	Annual Meeting Attendance	​	​	​	​	14	​	​
​	Director Independence	​	​	​	​	14	​	​
​	Employee, Officer and Director Hedging and Pledging	​	​	​	​	14	​	​
​	Environmental, Social and Governance (ESG)	​	​	​	​	14	​	​
​	Human Capital	​	​	​	​	15	​	​
​	Management’s Ongoing Stockholder Engagement	​	​	​	​	17	​	​
​	PROPOSAL 1: ELECTION OF DIRECTORS	​	​	​	​	18	​	​
​	Election of Directors	​	​	​	​	18	​	​
​	Nominees for Election	​	​	​	​	19	​	​
​	Required Vote and Board Recommendation	​	​	​	​	25	​	​
​	PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS	​	​	​	​	26	​	​
​	Fees for Professional Services	​	​	​	​	26	​	​
​	Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Public Accountants	​	​	​	​	26	​	​
​	Representation from PricewaterhouseCoopers LLP at the Annual Meeting	​	​	​	​	27	​	​
​	Required Vote and Board Recommendation	​	​	​	​	27	​	​
​	PROPOSAL 3: APPROVAL OF THE QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN	​	​	​	​	28	​	​
​	Factors Regarding Our Equity Usage and Needs	​	​	​	​	28	​	​
​	Key Features of the 2023 LTIP	​	​	​	​	28	​	​

​	Historical Award Information	​	​	​	​	29	​	​
​	Summary of the 2023 LTIP	​	​	​	​	30	​	​
​	Equity Compensation Plan Information	​	​	​	​	36	​	​
​	Required Vote and Board Recommendation	​	​	​	​	36	​	​
​	PROPOSAL 4: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	​	​	​	​	37	​	​
​	Compensation Program Best Practices	​	​	​	​	37	​	​
​	Effect of this Resolution	​	​	​	​	37	​	​
​	Required Vote and Board Recommendation	​	​	​	​	37	​	​
​	STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	​	​	​	​	38	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	39	​	​
​	CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS	​	​	​	​	40	​	​
​	HR AND COMPENSATION COMMITTEE LETTER TO STOCKHOLDERS	​	​	​	​	41	​	​
​	EXECUTIVE COMPENSATION AND RELATED INFORMATION	​	​	​	​	42	​	​
​	Compensation Discussion and Analysis	​	​	​	​	42	​	​
​	Our NEOs for Fiscal 2022	​	​	​	​	42	​	​
​	Fiscal 2022 Performance	​	​	​	​	43	​	​
​	Say-on-Pay Vote and Stockholder Outreach	​	​	​	​	43	​	​
​	Program Overview	​	​	​	​	44	​	​
​	Other Compensation Components	​	​	​	​	51	​	​
​	Process and Rationale for Executive Compensation Decisions	​	​	​	​	54	​	​
​	Compensation Program Best Practices	​	​	​	​	57	​	​
​	HR AND COMPENSATION COMMITTEE REPORT	​	​	​	​	58	​	​
​	COMPENSATION RISK MANAGEMENT	​	​	​	​	58	​	​
​	COMPENSATION TABLES AND NARRATIVE DISCLOSURES	​	​	​	​	59	​	​
​	Summary Compensation Table	​	​	​	​	59	​	​
​	All Other Compensation	​	​	​	​	60	​	​
​	Grants of Plan-Based Awards	​	​	​	​	61	​	​
​	Outstanding Equity Awards at Fiscal Year End	​	​	​	​	62	​	​
​	Option Exercises and Stock Vested During Fiscal 2022	​	​	​	​	64	​	​
​	Nonqualified Deferred Compensation	​	​	​	​	64	​	​
​	Potential Post-Employment Payments	​	​	​	​	65	​	​
​	CEO Pay Ratio	​	​	​	​	68	​	​
​	DIRECTOR COMPENSATION	​	​	​	​	69	​	​
​	AUDIT COMMITTEE REPORT	​	​	​	​	72	​	​
​	OTHER MATTERS	​	​	​	​	73	​	​
​	APPENDIX A: NON-GAAP FINANCIAL MEASURES	​	​	​	​	A-1	​	​
​	APPENDIX B: QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN	​	​	​	​	B-1	​	​

PROXY STATEMENT OVERVIEW

This proxy statement overview is a summary of information that you will find throughout this proxy statement. As this is only an overview, we encourage you to read the entire proxy statement for more information about these topics prior to voting.

2023 ANNUAL MEETING OF STOCKHOLDERS (ANNUAL MEETING)

DATE OF FIRST DISTRIBUTION OF PROXY MATERIALS IS JANUARY 19, 2023

How to Vote

Stockholders of record as of the Record Date may vote via the Internet at www.proxyvote.com, by telephone at 1-800-690-6903, by completing and returning your proxy card or voting instruction form, in person at the Annual Meeting, or by scanning with your mobile device the QR code provided to you. See the “Voting Methods” section on page 5.

Voting Matters and Board Recommendations

The Board of Directors unanimously recommends that you vote as follows:

PROXY STATEMENT OVERVIEW

PROXY STATEMENT OVERVIEW

BOARD DIVERSITY, DIRECTOR INDEPENDENCE AND TENURE

BOARD DIVERSITY MATRIX

PROXY STATEMENT

In this document, the words “Qualcomm,” “the Company,” “we,” “our,” and “us” refer only to QUALCOMM Incorporated, a Delaware corporation, and its consolidated subsidiaries.

MEETING INFORMATION

The Board of Directors (Board) of QUALCOMM Incorporated is soliciting your proxy for use at the Company’s 2023 Annual Meeting of Stockholders (Annual Meeting) to be held on March 8, 2023 at 9:30 a.m. Pacific Time and at any adjournment or postponement thereof. Admission to the Annual Meeting is open to stockholders of record as of January 9, 2023 (Record Date) and/or their designated representatives. All stockholders will be required to show valid picture identification. If your shares are in the name of your bank, broker or other holder of record, you will also need to bring evidence of your stock ownership, such as your most recent brokerage account statement or a copy of your voting instruction form. For security purposes, packages and bags may be inspected and you may be required to check these items. Please arrive early enough to allow yourself adequate time to clear security.

REGISTERED OWNERS AND BENEFICIAL OWNERS

Registered Owners. If your shares are registered directly in your name with Qualcomm’s transfer agent, Computershare Trust Company, N.A., you are the registered owner with respect to those shares.

Beneficial Owners. If your shares are held in an account at a bank, broker or other holder of record, you are the beneficial owner of those shares, which is commonly referred to as being held in “street name.” Most individual stockholders are beneficial owners and hold their shares in street name. As a beneficial owner, you have the right to instruct the bank, broker or other holder of record how to vote your shares.

If you are a registered owner and receive paper proxy materials, those materials will include a proxy card which you may use to vote your shares. If you are a beneficial owner and receive paper proxy materials, those materials will include a document similar to a proxy card called a voting instruction form.

VOTING RIGHTS AND OUTSTANDING SHARES

Only a holder of record of our common stock at the close of business on the Record Date (Record Holder) will be entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, we had 1,117,192,165 shares of common stock outstanding and entitled to vote. Each Record Holder will be entitled to one vote for each share held on all matters to be voted upon. If you do not provide voting instructions on your proxy, your shares will be voted as described in the section “How Your Shares Will Be Voted” below. All votes will be counted by an independent inspector of election appointed for the Annual Meeting (Inspector of Election).

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

We are furnishing proxy materials to our stockholders primarily via the Internet under rules adopted by the U.S. Securities and Exchange Commission (SEC), instead of mailing printed copies of those materials to each stockholder. On January 19, 2023, we commenced mailing to our stockholders (other than those who previously requested electronic delivery or a full set of printed proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including this proxy statement.

This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources. If you received the Notice of Internet Availability of Proxy Materials and would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials electronically (via email) unless you elect otherwise.

This proxy statement and our Annual Report on Form 10-K for fiscal year 2022 are available on the “Investor Relations” page of our website at www.qualcomm.com.

PROXY STATEMENT

VOTING METHODS

You may vote by one of the following methods depending on the manner of delivery by which you received the proxy materials:

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Vote via the Internet. Go to the web address http://www.proxyvote.com and follow the instructions for Internet voting shown on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form mailed to you, or the instructions that you received by email.

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Vote by Telephone. Dial 1-800-690-6903 and follow the instructions for telephone voting shown on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form mailed to you, or the instructions that you received by email.

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Vote by Mail. Complete, sign, date and mail the proxy card or voting instruction form in the envelope provided to you. If you vote via the Internet or by telephone, please do not mail your proxy card or voting instruction form.

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Vote by Scanning the QR code. Scan, with your mobile device, the QR code provided on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form mailed to you.

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Vote in Person. Complete, sign and date a ballot at the Annual Meeting.

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PLEASE NOTE THAT IF YOU ARE A BENEFICIAL OWNER OF SHARES HELD IN STREET NAME, SINCE YOUR SHARES ARE HELD BY A BANK, BROKER OR OTHER HOLDER OF RECORD, IF YOU WISH TO VOTE IN PERSON AT THE ANNUAL MEETING YOU MUST FIRST OBTAIN A LEGAL PROXY ISSUED IN YOUR NAME FROM THE HOLDER OF RECORD. OTHERWISE, YOU WILL NOT BE PERMITTED TO VOTE IN PERSON AT THE MEETING.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance via the Internet, by telephone or by mailing in your proxy card or voting instruction form.

HOW YOUR SHARES WILL BE VOTED

Your shares will be voted in accordance with your instructions. If you do not specify voting instructions on your proxy, the shares will be voted as set forth in the table below.

In the absence of instructions to the contrary, proxies will be voted in accordance with the judgment of the person exercising the proxy on any other matter properly presented at the Annual Meeting.

See the section entitled “Broker Non-Votes” below, as well as the “Required Vote and Board Recommendation” sections of the individual proposals for additional information.

VOTING RESULTS

We will publicly disclose the voting results of the Annual Meeting within four business days after the Annual Meeting by filing a Current Report on Form 8-K with the SEC, based on the tabulation of the Inspector of Election. We will post to the “Investor Relations” page of our website a replay and a transcript of the Annual Meeting (including the question and answer session), as well as the final voting results, which will remain on our website at www.qualcomm.com for at least one year.

BROKER NON-VOTES

A “broker non-vote” occurs when a bank, broker or other holder of record submits a proxy for the Annual Meeting, but does not vote on a particular proposal because that holder does not have discretionary voting power with respect to that proposal and has

PROXY STATEMENT

not received voting instructions from the beneficial owner. Broker non-votes (like abstentions) will be counted as present for purposes of determining the presence of a quorum, but will have no effect on the outcome of the voting results. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote those shares on routine matters, but not on non-routine matters. Routine matters include ratification of the selection of independent public accountants. Non-routine matters include the election of directors, approval of the QUALCOMM Incorporated 2023 Long-Term Incentive Plan, and the approval of the compensation of our named executive officers.

DETERMINATION OF QUORUM

The representation, in person or by proxy, of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting constitutes a quorum. Under Delaware law, abstentions and broker non-votes are counted as present in determining whether the quorum requirement is satisfied.

REVOCABILITY OF PROXIES

If your shares are registered in your name, you may revoke your proxy and change your vote prior to the completion of voting at the Annual Meeting by:

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Submitting a valid, later-dated proxy card in a timely manner;

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Submitting a later-dated vote by telephone or via the Internet in a timely manner;

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Giving written notice of such revocation to the Company’s corporate secretary (at 5775 Morehouse Drive, N-585L, San Diego, California 92121-1714) in a timely manner; or

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Attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not by itself revoke a proxy).

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If your shares are held in “street name” and you wish to revoke a proxy, you should contact your bank, broker or other holder of record and follow its procedures for changing your voting instructions.

PROXY SOLICITATION

We will bear the entire cost of the solicitation of proxies, including the preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials, this proxy statement, the proxy card, our Annual Report on Form 10-K and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to such beneficial owners.

In addition, we have retained Morrow Sodali LLC to act as a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay that firm $10,000, plus reasonable out-of-pocket expenses, for proxy solicitation services. Solicitation of proxies by mail may be supplemented by telephone, email, facsimile transmission, electronic transmission or personal solicitation by certain of our directors, officers or other employees. No additional compensation (other than reimbursement for expenses) will be paid to directors, officers or other employees for such services.

STOCKHOLDER PROPOSALS

The deadline for submitting a stockholder proposal for inclusion in our proxy materials for our 2024 annual meeting of stockholders is September 21, 2023. Stockholder nominations for director that are to be included in our proxy materials under the proxy access provision of our Bylaws must be received no earlier than August 22, 2023 and no later than the close of business on September 21, 2023. Stockholder nominations for director and other proposals that are not to be included in our proxy materials must be received no earlier than November 9, 2023 and no later than the close of business on December 9, 2023. Any such stockholder proposals or nominations for director must be submitted to our Corporate Secretary in writing at 5775 Morehouse Drive, N-585L, San Diego, California 92121-1714. Stockholders are advised to review our Bylaws, which contain additional requirements for submitting stockholder proposals and director nominations. Our Bylaws are available on our website at www.qualcomm.com under the “Governance” section of our “Investor Relations” page. See page 11 for further information.

In addition to satisfying the requirements of our Bylaws, including the earlier notice deadlines set forth above and therein, to comply with universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s

PROXY STATEMENT

nominees must also provide notice that sets forth the information required by Rule 14a-19 of the Securities Exchange Act of 1934, as amended (Exchange Act), no later than January 8, 2024.

HOUSEHOLDING

The SEC allows companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address will receive a single copy of our proxy materials, including the Notice of Internet Availability of Proxy Materials, unless one of the stockholders has notified us that they want to continue receiving multiple copies. This practice is designed to reduce duplicate mailings, and save printing and postage costs as well as natural resources. Householding for bank and brokerage accounts is limited to accounts within the same bank or brokerage firm. For example, if you and your spouse share the same last name and mailing address and you and your spouse have two accounts containing Qualcomm stock at two different brokerage firms, your household will receive two copies of our proxy materials, one from each brokerage firm. To reduce the number of duplicate sets of proxy materials your household receives, you may wish to enroll some or all of your accounts in our electronic delivery program at http://enroll.icsdelivery.com/qcom.

If you received a household mailing this year and you would like to have a separate copy of our Notice of Internet Availability of Proxy Materials and/or proxy materials mailed to you, please submit your request to Broadridge ICS, either by calling toll-free 1-866-540-7095 or by writing to Broadridge ICS, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. They will promptly send additional copies of our Notice of Internet Availability of Proxy Materials and/or proxy materials upon receipt of such request. Please note, however, that if you want to receive a paper proxy or voting instruction form or other proxy material for purposes of this year’s Annual Meeting, you should follow the instructions included in the Notice of Internet Availability of Proxy Materials that was sent to you. If you received multiple copies of the proxy materials and would prefer to receive a single copy in the future or if you would like to opt out of householding for future mailings, you may contact Broadridge ICS as provided above. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting Broadridge ICS as provided above.

CORPORATE GOVERNANCE

CODE OF ETHICS AND CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

The Board has adopted a Code of Ethics applicable to all of our employees, including our executive officers, employees of our subsidiaries, and members of our Board. Any amendments to, or waivers under, the Code of Ethics that are required to be disclosed by SEC rules will be disclosed within four business days of such amendment or waiver on our website at www.qualcomm.com under the “Governance” section of our “Investor Relations” page. To date, there have not been any waivers by us under the Code of Ethics.

The Board has also adopted Corporate Governance Principles and Practices, which includes information regarding the Board’s policies that guide its governance practices, including the roles, responsibilities and composition of the Board, director qualifications, committee matters and stock ownership guidelines, among others.

The Code of Ethics and the Corporate Governance Principles and Practices are available on our website at www.qualcomm.com under the “Governance” section of our “Investor Relations” page.

BOARD LEADERSHIP STRUCTURE

Chair of the Board

The Board appoints the Chair of the Board (Chair) after considering the recommendation of the Governance Committee. The Chair is not required to be an independent director. However, at all times when the Chair is not an independent director, the Board shall have a “Lead Independent Director” who shall be an independent director, as described below. Currently, our Chair is Mark D. McLaughlin, who is an independent director.

The Chair has the following responsibilities and authority:

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Help set the overall leadership and strategic direction of the Company;

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Help delineate, in consultation with the Chief Executive Officer and the Board, responsibilities of the Board and management;

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Authorized to call special meetings of stockholders;

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Preside at all meetings of stockholders;

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Authorized to call special meetings of the Board;

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Preside at all meetings of the Board (unless conflicted on a matter);

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In collaboration with the Chief Executive Officer and the Lead Independent Director (if one is appointed), develop Board meeting agendas and communicate with independent Board members to ensure that matters of interest are being included;

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If an independent director, chair and set agendas for executive sessions of independent directors (unless conflicted on a matter);

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With the Chief Executive Officer, represent the Board in outreach to key constituencies;

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Work with the Lead Independent Director (if one is appointed) on investor outreach;

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Together with the Lead Independent Director (if one is appointed), represent the Board in interactions and negotiations with any company making an acquisition proposal or launching a proxy contest for control of the Board; and

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Evaluate the Chief Executive Officer’s performance, in coordination with the HR and Compensation Committee.

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Our charter documents and policies do not prevent our Chief Executive Officer from also serving as our Chair. The Board evaluates its leadership structure and elects the Chair based on the criteria it deems to be appropriate and in the best interests of the Company and its stockholders, given the circumstances at the time of such election. While we have in the past had one person serve as both Chair and Chief Executive Officer, since March 2014, the positions have been held by separate individuals.

CORPORATE GOVERNANCE

Lead Independent Director

At all times when the Chair of the Board is not an independent director, the Board shall have a Lead Independent Director who shall be an independent director. In the event the Chair is an independent director and the Board elects not to have a Lead Independent Director, the Chair shall have the responsibilities and authority (as applicable) of the Lead Independent Director set forth below. If the Board decides to elect a Lead Independent Director, then at or before each annual meeting of the Board, which follows immediately after each annual meeting of stockholders: (i) the Governance Committee shall recommend to the Board the director who would serve as Lead Independent Director for the next term and (ii) the Lead Independent Director shall be elected by a vote of the independent members of the Board. An individual shall serve as the Lead Independent Director for a one-year period, commencing with the annual meeting of the Board. In general, the Board expects that a Lead Independent Director will serve two consecutive terms, but the independent members of the Board may extend a Lead Independent Director’s length of service (on a year-by-year basis) up to four consecutive terms. No Lead Independent Director shall serve more than four consecutive terms.

The Lead Independent Director shall have the following responsibilities and authority:

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Preside at all meetings of the Board at which the Chair is not present;

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In collaboration with the Chair and the Chief Executive Officer, develop agendas for Board meetings, and communicate with independent Board members to ensure that matters of interest are being included on agendas for Board meetings;

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Communicate with independent Board members and with management to affirm that appropriate briefing materials are being provided to Board members sufficiently in advance of Board meetings to allow for proper preparation and participation at such meetings;

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Authorized, with the concurrence of at least one additional Board member, to call special meetings of the Board;

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Lead investor outreach from an independent director perspective;

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Together with the Chair, represent the Board in interactions and negotiations with any company making an acquisition proposal or launching a proxy contest for control of the Board; and

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Lead the Board in governance matters, coordinating with the Governance Committee.

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Principally because our current Chair is an independent director, the Board has elected not to fill the role of Lead Independent Director at this time.

BOARD MEETINGS, COMMITTEES AND ATTENDANCE

During fiscal 2022, the Board held six meetings. Board agendas include regularly scheduled sessions for the independent directors to meet without management present, and the Chair of the Board leads those sessions. The Board delegates various responsibilities and authority to different Board committees. We have three standing Board committees: the Audit Committee, the HR and Compensation Committee and the Governance Committee. Committees regularly report on their activities and actions to the full Board. Committee assignments are re-evaluated annually and approved by the Board at the annual meeting of the Board that follows the annual meeting of stockholders, typically in March of each year. Each committee acts according to a written charter approved by the Board and reviewed annually. Copies of each charter can be found on our website at www.qualcomm.com under the “Governance” section of our “Investor Relations” page.

CORPORATE GOVERNANCE

The table below provides current committee membership information for each of the Board committees.

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*

Chair of the Board

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**

Ms. Miller served as a member of the Audit Committee from May 2020 to January 2023. In connection with her appointment as Global Chief Financial Officer of EY, Ms. Miller stepped down from the Audit Committee in January 2023. It is expected that Ms. Miller will be appointed to the HR and Compensation Committee or the Governance Committee when the Board next approves committee assignments following the Annual Meeting, as described above.

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During fiscal 2022, each director attended at least 75% of the aggregate of the meetings of the Board and the committees on which he or she served and that were held during the period for which he or she was a Board or committee member. On average, directors attended 98% of their respective Board and committee meetings during fiscal 2022.

The Audit Committee. The Audit Committee meets at least quarterly with our management and independent public accountants to review the results of the annual integrated audit and quarterly reviews of our consolidated financial statements, and to discuss our financial statements, annual and quarterly reports and earnings releases. The Audit Committee selects, engages, oversees and evaluates the qualifications, performance and independence of our independent public accountants (who report directly to the Audit Committee); reviews the plans and results of internal audits; reviews evaluations by management and the independent public accountants of our internal control over financial reporting and the quality of our financial reporting; and oversees our compliance program and our information technology (IT) security/cybersecurity programs and procedures, among other functions. All of the members of the Audit Committee are independent directors within the meaning of Rule 5605 of the NASDAQ Stock Market LLC (NASDAQ Rule 5605) and Rule 10A-3(b)(1)(ii) of the Exchange Act. All members of the Audit Committee are audit committee financial experts as defined by the SEC.

The HR and Compensation Committee. The HR and Compensation Committee designs the compensation plans and determines compensation levels for our Chief Executive Officer, other executive officers and directors; administers and approves stock offerings under our employee stock purchase and long-term incentive plans; reviews our employee compensation and talent management policies and practices; administers our incentive compensation repayment policy; reviews our policies, programs and initiatives focusing on workforce diversity, equity and inclusion; monitors the effectiveness of strategic initiatives designed to attract, engage, motivate and retain employees (human capital management); and reviews executive officer development and succession planning, among other functions. All of the members of the HR and Compensation Committee are independent directors within the meaning of NASDAQ Rule 5605 and are non-employee directors as defined in Rule 16b-3 of the Exchange Act.

The Governance Committee. The Governance Committee reviews, approves and oversees various corporate governance-related documents, policies and procedures, including our Environmental, Social and Governance (ESG) policies, programs and initiatives. The Governance Committee oversees our political contributions and expenditures to ensure consistency with our business objectives and public policy priorities, including reviewing our Political Contributions and Expenditures Policy annually and reviewing reports on our political contributions and expenditures, as well as on our policies and programs concerning corporate citizenship and social responsibility (including charitable giving), no less than annually. The Governance Committee also reviews our stock ownership guidelines and compliance with those guidelines, our Chief Executive Officer succession planning, and our

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business resilience and IT service resilience programs (including emergency operations, disaster recovery and security). In addition, the Governance Committee evaluates and recommends nominees, including stockholder nominees, for membership on the Board and its committees, among other functions. All of the members of the Governance Committee are independent directors within the meaning of NASDAQ Rule 5605.

BOARD’S ROLE IN RISK OVERSIGHT

We do not view risk in isolation, but consider risk as part of our regular evaluation of business strategy and business decisions. Assessing and managing risk is the responsibility of our management, which establishes and maintains risk management processes, including action plans and controls, to balance risk mitigation and opportunities to create stockholder value. It is management’s responsibility to anticipate, identify and communicate risks to the Board and/or its committees. The Board oversees and reviews certain aspects of our risk management efforts, either directly or through its committees. We approach risk management by integrating our strategic planning, operational decision making and risk oversight, and communicating risks and opportunities to the Board. The Board commits extensive time and effort every year to discussing and agreeing upon our strategic plan, and it reconsiders key elements of the strategic plan as significant events and opportunities arise during the year. As part of the review of the strategic plan, as well as in evaluating events and opportunities that occur during the year, the Board and management focus on the primary success factors and risks for the Company.

While the Board has primary responsibility for oversight of our risk management, the Board’s standing committees support the Board by regularly addressing various risks in their respective areas of oversight. Specifically, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to our Enterprise Risk Management program and IT security/cybersecurity programs, as well as risk management in the areas of financial reporting, internal controls and compliance with certain public reporting requirements. As part of its oversight of IT security/cybersecurity matters, the Audit Committee receives information on a quarterly basis, supplemented by a briefing from management on at least a semi-annual basis, on IT security/cybersecurity matters, including applicable updates on IT security/cybersecurity training programs and the results of external assessments. The HR and Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks arising from compensation policies and programs, as well as employment and retention programs. The Governance Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks related to corporate governance, Chief Executive Officer succession planning and business resilience and IT service resilience programs. Each of the committee chairs reports to the full Board at regular meetings concerning the activities of the committee, the significant issues it has discussed and the actions taken by the committee.

We believe that our leadership structure supports the risk oversight function of the Board. With our President and Chief Executive Officer serving on the Board, he promotes open communication between management and directors relating to risk. Additionally, each Board committee is comprised solely of independent directors, and all directors are actively involved in the risk oversight function.

DIRECTOR NOMINATIONS

Our Bylaws contain provisions that address the process (including required information and deadlines) by which a stockholder may nominate an individual to stand for election to the Board at our annual meeting of stockholders. In addition, the “proxy access” provisions of our Bylaws provide that, under certain circumstances, a stockholder or group of up to 20 stockholders may seek to include director nominees in our proxy statement if such stockholder or group of stockholders own at least 3% of our outstanding common stock continuously for at least the previous three years. The number of stockholder nominees appearing in the proxy statement for our annual meeting cannot exceed the greater of  (i) two or (ii) 20% of the number of directors in office (rounded down to the nearest whole number). If the number of stockholder nominees exceeds the maximum number described above, one nominee from each nominating stockholder or group of stockholders, based on the order of priority provided by such nominating stockholders or group of stockholders, would be selected for inclusion in our proxy materials until the maximum number is reached. The order of priority among nominating stockholders or groups of stockholders would be determined based on the number (largest to smallest) of shares of our common stock held by such nominating stockholders or groups of stockholders. Each nominating stockholder or group of stockholders must provide the information required by our Bylaws, and each nominee must meet the qualifications required by our Bylaws. Requests to include stockholder-nominated candidates in our proxy materials for next year’s annual meeting must be received by the Corporate Secretary at our corporate offices at 5775 Morehouse Drive, N-585L, San Diego, California 92121-1714, no earlier than August 22, 2023 and no later than the close of business on September 21, 2023. Stockholders are advised to review our Bylaws, which contain additional requirements for submitting director nominees.

The Board has also adopted a formal policy concerning stockholder recommendations of Board candidates to the Governance Committee. This policy is set forth in our Corporate Governance Principles and Practices, which is available on our website at www.qualcomm.com under the “Governance” section of our “Investor Relations” page. Under this policy, the Governance Committee will review a reasonable number of candidates recommended by a single stockholder who has held over 1% of our common

CORPORATE GOVERNANCE

stock for over one year and who satisfies the notice, information and consent requirements set forth in our Bylaws. To recommend a nominee for election to the Board, a stockholder must submit his or her recommendation to the Corporate Secretary at our corporate offices at 5775 Morehouse Drive, N-585L, San Diego, California 92121-1714. A stockholder’s recommendation must be received by us within the time limits set forth above under “Stockholder Proposals.” A stockholder’s recommendation must be accompanied by the information with respect to the stockholder nominee as specified in the Bylaws, including among other things, the name, age, address and occupation of the recommended person, the proposing stockholder’s name and address, the ownership interests of the proposing stockholder and any beneficial owner on whose behalf the recommendation is being made (including the number of shares beneficially owned, any hedging, derivative, short or other economic interests and any rights to vote any shares), and any material monetary or other relationships between the recommended person and the proposing stockholder and/or the beneficial owners on whose behalf the recommendation is being made. The proposing stockholder must also provide evidence of owning the requisite number of shares of our common stock for over one year. Candidates so recommended will be reviewed using the same process and standards for reviewing Board-recommended candidates.

In evaluating director nominees, the Governance Committee considers, among others, the following factors:

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The appropriate size of the Board;

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Our needs and anticipated future needs with respect to the knowledge, skills and experience of our directors;

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The knowledge, skills and experience of nominees, including experience in technology, business (including international), accounting/finance, political affairs, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

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Diversity with respect to gender, race and ethnicity, including individuals from underrepresented communities;

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The nominee’s other commitments, including the other boards on which the nominee serves; and

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Board tenure, including the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspectives provided by new members.

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The qualifications and criteria considered in the selection of director nominees have the objective of assembling a Board that brings to the Company a reasonable diversity and variety of backgrounds, perspectives, experience and skills derived from high quality business and professional experience, with the Governance Committee also giving consideration to candidates with appropriate non-business backgrounds. As part of its efforts to create a diverse Board, the Governance Committee will include, and instruct any search firm it engages to include, women and individuals from underrepresented communities in the pool of candidates from which the Governance Committee selects director nominees. The Board aspires to maintain a diverse composition in which, generally, at least three of its members are women and at least three of its members are from underrepresented communities.

There are no stated minimum criteria for director nominees, although the Governance Committee considers the foregoing and may also consider such other factors as it may deem are in the best interests of the Company and its stockholders. The Governance Committee does, however, believe it appropriate for at least one, and preferably several, members of the Board to meet the criteria for an “audit committee financial expert” as defined by the SEC, and for a majority of the members of the Board to meet the definition of  “independent director” under NASDAQ Rule 5605. The Governance Committee also believes that it is in the best interests of stockholders that at least one key member of our current management participates as a member of the Board. The Governance Committee identifies nominees by first evaluating the current members of the Board willing to continue their service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue their service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining new perspectives. If any member of the Board does not wish to continue to serve or if the Governance Committee or the Board decides not to re-nominate a member for election, and if the Board determines not to reduce the Board size as a result, the Governance Committee identifies the desired skills and experience of a new nominee based on the criteria above. Current members of the Governance Committee and Board are polled for suggestions as to individuals meeting the criteria of the Governance Committee. Research may also be performed to identify qualified individuals. We have also engaged third parties to assist in identifying and evaluating potential nominees.

BOARD EVALUATIONS

On an annual basis, our Board conducts a formal assessment of its overall effectiveness and performance, and each committee of the Board conducts a formal assessment of its overall effectiveness and performance. These assessments are led by the Governance Committee. Every three years, the Governance Committee also conducts an assessment of the overall effectiveness of each individual Board member. These assessments are designed to provide the Board, each committee and each individual director with valuable insights regarding their areas of strength and areas for potential improvement, and to encourage continuous improvement in the execution of their responsibilities.

CORPORATE GOVERNANCE

MAJORITY VOTING

Under our Bylaws, in an uncontested election, if any incumbent nominee for director receives a greater number of  “withhold” votes (ignoring abstentions and broker non-votes) than votes cast “for” his or her election, the director shall promptly tender his or her resignation from the Board, subject to acceptance by the Board. In that event, the Governance Committee shall make a recommendation to the Board as to whether to accept or reject the tendered resignation or whether other actions should be taken. In making its recommendation, the Governance Committee will consider all factors it deems relevant, including, without limitation, the stated reasons why stockholders withheld votes from such director, the length of service and qualifications of such director, the director’s past contributions to the Board and the availability of other qualified candidates for director. The Governance Committee’s evaluation shall be forwarded to the Board to permit the Board to act on it no later than 90 days following the date of the annual meeting of stockholders. In reviewing the Governance Committee’s recommendation, the Board shall consider the factors evaluated by the Governance Committee and such additional information and factors as the Board believes to be relevant. If the Board determines that the director’s resignation is in the best interests of the Company and its stockholders, the Board shall promptly accept the resignation. We will publicly disclose the Board’s decision within four business days in a Current Report on Form 8-K, providing an explanation of the process by which the decision was reached and, if applicable, the reasons for not accepting the director’s resignation. The director in question will not participate in the Governance Committee’s or the Board’s considerations of the appropriateness of his or her continued service, except to respond to requests for information.

STOCK OWNERSHIP GUIDELINES

We have stock ownership guidelines for our executive officers and non-employee directors to help ensure that they each maintain an equity stake in the Company and, by doing so, appropriately link their interests with those of other stockholders.

The guideline for our executive officers is based on a multiple of his or her base salary, ranging from two to ten times, with the size of the multiple based on the individual’s position with the Company. Our CEO is required to hold shares of our common stock with a value equal to at least ten times his base salary. Only shares actually owned count toward the requirement. Shares underlying unvested equity awards, including restricted stock units (RSUs) and performance stock units (PSUs), do not count toward the requirement. Executive officers are required to achieve these stock ownership levels within five years of becoming an executive officer or promotion to a position with a higher multiple requirement. Our stock ownership guidelines are applicable to our executive officers for so long as they serve as such. As of December 6, 2022, all of our named executive officers met their stock ownership guidelines except for Ann Chaplin, General Counsel and Corporate Secretary, and James J. Cathey, Chief Commercial Officer, who are not required to meet their stock ownership guidelines until November 2026 and April 2027, respectively.

Non-employee directors are required to hold a number of shares of our common stock with a value equal to at least five times the annual retainer for Board service paid to U.S. residents. Only shares actually owned (as shares or as vested deferred stock units) count toward the requirement. Non-employee directors are required to achieve this ownership level within five years of joining the Board. In addition to the preceding ownership guidelines, all non-employee directors are expected to own shares of our common stock within one year of joining the Board. As of December 6, 2022, all of our non-employee directors met the guidelines discussed above.

In the event an executive officer or non-employee director does not achieve the applicable stock ownership guideline by the applicable deadline, he or she is required to retain an amount equal to 100% of the net shares received upon issuance of any RSUs or deferred stock units until the guideline has been achieved and 50% of the net shares received upon issuance of any other equity award, or upon stock option exercise, until the applicable guideline has been achieved. “Net shares” are those shares that remain after shares are sold or netted to pay any withholding taxes and, in the case of stock options, the exercise price. This requirement to retain all or a portion of net shares also applies in the event the Company’s common stock price declines, causing the individual’s previous ownership to fall short of the guideline.

The Governance Committee reviews our stock ownership guidelines, including compared to the peer group of companies used by the HR and Compensation Committee in connection with our executive compensation program, as well as compliance with those guidelines, annually.

COMMUNICATIONS WITH DIRECTORS

We have adopted a formal process for stockholder communications with the Board. This process is set forth in our Corporate Governance Principles and Practices. Stockholders who wish to communicate to the Board should do so in writing to the following address:

Board of Directors | Board Committee | Director(s)
Qualcomm Incorporated

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Attn: General Counsel
5775 Morehouse Drive, N-585L
San Diego, California 92121-1714

Our General Counsel maintains records of all such communications (and the disposition of such communications) and forwards those not deemed frivolous, threatening or otherwise inappropriate to the Board, or the appropriate Board committee or member(s) of the Board.

ANNUAL MEETING ATTENDANCE

Our Corporate Governance Principles and Practices set forth a policy on director attendance at annual meetings. Directors are encouraged to attend absent unavoidable conflicts. All directors then in office attended our last annual meeting.

DIRECTOR INDEPENDENCE

The Board has determined that, except for Mr. Amon, all of the members of the Board are independent directors within the meaning of NASDAQ Rule 5605.

EMPLOYEE, OFFICER AND DIRECTOR HEDGING AND PLEDGING

Our Insider Trading Policy (Policy) provides that our employees, officers, directors and consultants, as well as persons or entities over which such individuals have or share voting or investment control (collectively, Covered Persons), may not engage in hedging transactions in Qualcomm securities. Specifically, the Policy provides that Covered Persons may not purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars or exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Qualcomm securities. The Policy applies to Qualcomm securities granted to Covered Persons as part of their compensation, and to any other Qualcomm securities held directly or indirectly by Covered Persons.

In addition, the Policy provides that Covered Persons may not engage in short sales or derivative transactions in Qualcomm securities (whether for purposes of hedging, income, monetization or otherwise); and our officers, directors and certain other employees designated as “affiliates” may not pledge Qualcomm securities or hold Qualcomm securities in a margin account.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

We believe that our innovations have helped transform industries, enhance people’s lives and address some of society’s biggest challenges. With the world becoming increasingly connected, we have an opportunity to shape a better future. We believe in the power of technology. As such, our corporate responsibility vision is to be a facilitator of innovation for a sustainable world, connected wirelessly.

We have integrated corporate responsibility throughout our business, from our daily operations to our executive leadership and our Board. The Governance Committee of our Board provides oversight on corporate responsibility matters, including ESG policies, programs and initiatives, and the HR and Compensation Committee of our Board provides oversight of our human capital initiatives and our workforce diversity, equity and inclusion programs and initiatives. Our ESG Leadership Committee, composed of executives and senior management, provides guidance on global corporate responsibility issues. Our ESG Governance Committee, composed of certain other employees from a broad range of departments, implements directives from the ESG Leadership Committee, measures progress on achieving our goals and reports to management on accomplishments and challenges.

We believe that our sustained investment in research and development has helped revolutionize the way people connect. We center our ESG efforts around purposeful innovation, focusing on three strategic focus areas where we believe we can have the biggest impact:

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Empowering Digital Transformation. We believe technology can transform industries, businesses, communities and individual lives. We invent solutions that are foundational to the advancement of the global wireless ecosystem, improving how we work, live and ultimately, thrive.

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Acting Responsibly. We invest in our people, behave with integrity and implement governance standards that uphold Qualcomm’s values. We are committed to responsible business practices, from prioritizing diversity, equity and inclusion, to protecting privacy, to providing leading development programs and to creating an ethical culture.

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CORPORATE GOVERNANCE

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Operating Sustainably. We are committed to maintaining safe, healthy and productive working conditions and conserving natural resources. Our environmental efforts center on reducing greenhouse gas (GHG) emissions, optimizing energy consumption, managing water usage and minimizing waste throughout our operations and the communities in which we work.

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2025 Goals. Our 2025 Goals related to corporate responsibility include, among others:

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Reducing our absolute Scope 1 and Scope 2 GHG emissions by 30% from global operations, compared to a 2014 baseline.

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Reducing power consumption by 10% every year in our flagship Snapdragon® Mobile Platform products (given equivalent features).

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Ensuring 100% of our primary semiconductor manufacturing suppliers are audited every two years for conformance to our Supplier Code of Conduct.

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GHG Emissions Reduction and Net-Zero Global GHG Emissions Goals. In addition to our 2025 Goals, in November 2021, we announced plans to: (1) reduce absolute Scope 1 and 2 GHG emissions by 50% by 2030 from a 2020 base year; (2) reduce absolute Scope 3 GHG emissions by 25% by 2030 from a 2020 base year; and (3) reach net-zero global GHG emissions for Scopes 1, 2 and 3 by 2040.

The foregoing discussion includes information regarding ESG matters that we believe may be of interest to our stockholders generally. We recognize that certain other stakeholders (such as customers, employees and non-governmental organizations), as well as certain of our stockholders, may be interested in more detailed information on these topics. We encourage you to review: our most recent Qualcomm Corporate Responsibility Report (located on our website) for more detailed information regarding our Corporate Responsibility and ESG governance, goals, priorities, accomplishments and initiatives; a 5G and sustainability report, Environmental Sustainability and a Greener Economy: The Transformative Role of 5G (also located on our website) for additional information regarding our views on climate change, environmental sustainability and the role of 5G in enabling a more sustainable future; as well as the “Corporate Governance” section of this proxy statement, and our Corporate Governance Principles and Practices (located on our website), for additional information regarding governance matters, including Board and Committee leadership, oversight, roles and responsibilities, and Director independence, tenure, refreshment and diversity. Nothing on our website, including the aforementioned reports or documents, or sections thereof, shall be deemed incorporated by reference into this proxy statement.

HUMAN CAPITAL

In order to continue to produce the innovative, breakthrough technologies for which we are known, it is crucial that we continue to attract and retain top talent. To facilitate talent attraction and retention, we strive to make Qualcomm a diverse, inclusive and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by strong compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities.

At September 25, 2022, we had approximately 51,000 full-time, part-time and temporary employees, the overwhelming majority of which were full-time employees. During fiscal 2022, the number of employees increased by approximately 6,000, primarily due to increases in engineering resources, including those hired through acquisitions. Our employees are represented by more than 100 (self-identified) nationalities working in over 150 locations in 37 different countries around the world. Collectively, we speak more than 90 different languages. Our global workforce is highly educated, with the substantial majority of our employees working in engineering or technical roles. During fiscal 2022, our voluntary turnover rate was less than 10%, lower than the technology industry benchmark, which is comprised of certain of our key competitors (Aon, 2022 Salary Increase and Turnover Study – Second Edition, September 2022).

Diversity, Equity and Inclusion. We believe that a diverse workforce is important to our success, and we continue to focus on the hiring, retention and advancement of women and underrepresented populations. Our recent efforts have been focused in three areas: inspiring innovation through an inclusive and diverse culture; expanding our efforts to recruit and hire world-class diverse talent; and identifying strategic partners to accelerate our inclusion, equity and diversity programs.

We have employee networks that enhance our inclusive and diverse culture, including global network groups focused on supporting women, LGBTQ+ employees and employees with disabilities, in addition to U.S.-based employee networks that focus on Black and African American employees, Hispanic and Latinx employees and U.S. military members and veterans.

We continue to recruit technical talent in diverse communities, including by engaging as a high-level sponsor of professional conferences, such as the Grace Hopper Celebration, the Society of Hispanic Professional Engineers National Convention and the National Society of Black Engineers National Convention. We also continue to recruit from a variety of colleges, including Hispanic-Serving Institutions, Historically Black Colleges and Universities and Women’s Colleges.

Our continued engagement with organizations that work with diverse communities has been vital to our efforts to increase women and underrepresented minority representation in our workforce. For example, we partner with AnitaB.org to benchmark our

CORPORATE GOVERNANCE

progress and to identify promising practices for recruiting, retaining and advancing women technologists, and we support its research initiatives related to attracting and retaining women and underrepresented minority students in computing majors. We, alongside other top technology companies, helped form the Reboot Representation Tech Coalition, which aims to double the number of Black, Latinx and Native American women receiving computing degrees by 2025. Through our collaboration with Disability:IN’s Inclusion Works program, we have increased our ability to address the needs of individuals with disabilities.

We publish our most recent Consolidated EEO-1 reports on our website to provide additional transparency into our efforts to increase underrepresented populations in our workforce. We have also publicly set 2025 Goals around diverse workforce and leadership representation, as described below.

From a governance perspective, the HR and Compensation Committee provides oversight of our policies, programs and initiatives focusing on workforce diversity, equity and inclusion.

Health, Safety and Wellness. The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees. We provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, including benefits that provide protection and security concerning events that may require time away from work or that impact their financial well-being; that support their physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors; and that offer choice where possible so they can customize their benefits to meet their needs and the needs of their families.

During the COVID-19 pandemic, we took a variety of measures that we determined were in the best interests of our employees, as well as the communities in which we operate, and we have recently implemented a “hybrid” work model, meaning that the majority of our employees have flexibility to work remotely at least some of the time. The hybrid work model is intended to provide increased flexibility and support employee health and safety, while maintaining our strong culture of innovation, collaboration, openness and camaraderie. We continue to monitor the state of the pandemic and gather additional feedback to facilitate the continued health, safety and wellness of our employees working onsite. We also introduced our Live+Well, Work+Well program, designed to help cultivate a productive work environment, while also focusing on our employees’ well-being.

Compensation and Benefits. We provide robust compensation and benefits programs to help meet the needs of our employees. In addition to salaries, these programs (which vary by country/region) include annual bonuses, stock awards, an employee stock purchase plan, a 401(k) plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, adoption and surrogacy assistance, employee assistance programs, tuition assistance, and on-site services such as health centers and fitness centers, among others. In addition to our broad-based equity award programs, we have used targeted equity awards with vesting conditions to facilitate retention of personnel, particularly those with critical engineering skills and experience.

Talent Development. We invest significant resources to develop the talent needed to remain a world-leading wireless innovator. We deliver numerous training opportunities, provide rotational assignment opportunities, focus on continuous learning and development and have implemented what we believe are industry-leading methodologies to manage performance, provide feedback and develop talent.

Our talent development programs are designed to provide employees with the resources they need to help achieve their career goals, build management skills and lead their organizations. We provide a series of employee workshops around the globe that support professional growth and development. Additionally, our manager and employee forum programs provide an ongoing opportunity for employees to practice and apply learning around conversations aligned with our annual review process. We also have an employee development website that provides quick access to learning resources that are personalized to the individual’s development needs.

Building Connections – With Each Other and our Communities. We believe that building connections between our employees, their families and our communities creates a more meaningful, fulfilling and enjoyable workplace. Through our engagement programs, our employees can pursue their interests and hobbies, connect to volunteering and giving opportunities and enjoy unique recreational experiences with family members. Leveraging our partnerships with various local arts and culture organizations, we have created numerous unique experiences for employees and their families around the world.

Since our employees are passionate about many causes, our corporate giving and volunteering programs support and encourage employees by engaging with those causes. In our offices around the world, our employee-led Giving Committees select local organizations to support, often in the form of grants that are primarily funded by the Qualcomm Foundation (which was established in 2011 to support charitable giving and volunteerism). We also frequently collaborate with these organizations on volunteer activities for our employees. Additionally, during fiscal 2022, thousands of our employees around the world utilized our charitable match program, benefiting more than 1,500 charitable organizations.

2025 Goals. We set the following 2025 Goals related to human capital, with a focus on diversity, equity and inclusion:

CORPORATE GOVERNANCE

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Increase women in leadership by 15% (defined as individuals at the principal and above level in technical roles, and director and above in non-technical roles).

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Increase underrepresented minorities (URM) in leadership by 15% (for technical positions, “URM” includes Black, Hispanic or Latinx, Native Hawaiian or other Pacific Islander, and American Indian or Native American; for non-technical positions, URM also includes Asian).

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Increase overall URM representation by 20%.

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Human Capital Advancements Linked to our Executive Compensation. As discussed in the “Compensation Discussion and Analysis” section of this proxy statement, our HR and Compensation Committee considered human capital advancements in determining our executives’ fiscal 2022 bonus. For fiscal 2022, progress towards human capital advancements serves as a non-financial performance modifier that can adjust the executives’ bonus payout by a multiple of 0.9 to 1.1.

The foregoing discussion includes information regarding Human Capital matters that we believe may be of interest to stockholders generally. We recognize that certain other stakeholders (such as customers, employees and non-governmental organizations), as well as certain of our stockholders, may be interested in more detailed information on these topics. We encourage you to review the “Our People” section of our most recent Qualcomm Corporate Responsibility Report (located on our website) for more detailed information regarding our Human Capital goals, programs and initiatives. Nothing on our website, including our Consolidated EEO-1 reports, our Qualcomm Corporate Responsibility Report or sections thereof, shall be deemed incorporated by reference into this proxy statement.

MANAGEMENT’S ONGOING STOCKHOLDER ENGAGEMENT

Our senior management team engages extensively with our stockholders, on a regular basis, as part of our commitment to excellence in corporate governance. Over the past year, as in prior years, our management team engaged in consistent post-earnings communications with our stockholders and hosted a significant number of events, including one-on-one and group meetings, calls, roadshows, bus tours and conferences, all in compliance with relevant SEC regulations and applicable health and safety guidelines. We engaged in robust dialogue with hundreds of our stockholders, including all of our largest stockholders, on a broad range of subjects, including our business, strategy and financial performance. Further, our Investor Relations team held numerous discussions with our global stockholder base, performed significant outreach via major industry conferences – including hosting our first Automotive Investor Day in September 2022 – and responded to numerous stockholder questions and inquiries. The multi-faceted nature of our management’s stockholder engagement program allows us to maintain meaningful dialogue with a broad range of our stockholders, including large institutional investors, smaller to mid-size institutions, pension funds and individuals.

PROPOSAL 1: ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

Our Certificate of Incorporation and our Bylaws provide that directors are to be elected at our annual meeting of stockholders, to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified. Vacancies on the Board resulting from death, resignation, disqualification, removal or other causes may be filled by either the affirmative vote of the holders of a majority of the then-outstanding shares of common stock or by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board. Newly created directorships resulting from any increase in the number of directors may, unless the Board determines otherwise, be filled only by the affirmative vote of the directors then in office, even if less than a quorum of the Board. Any director elected as a result of a vacancy shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor has been elected and qualified.

In an uncontested election, our Bylaws provide that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast “for” a director nominee must exceed the number of “withhold” votes cast against that nominee). In a contested election, a director nominee will be elected by a plurality of the votes cast. In either case, abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will have no effect on the vote. In an uncontested election, if any nominee for director who is currently serving on the Board receives a greater number of  “withhold” votes than votes “for” his or her election, the director shall promptly tender his or her resignation from the Board, subject to acceptance by the Board. The process that will be followed by the Board in that event is described above under the heading “Majority Voting.”

Our Certificate of Incorporation provides that the number of directors shall be fixed exclusively by resolutions adopted from time to time by the Board. The Board, upon recommendation of the Governance Committee, has set the number of directors at 12. Therefore, 12 directors will stand for election at the Annual Meeting to serve as directors until the 2024 annual meeting of stockholders. The Board, upon recommendation of the Governance Committee, has nominated the individuals below for election as directors at the Annual Meeting.

The nominees receiving a majority of votes cast with respect to his or her election will be elected directors of the Company. Shares of common stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the 12 nominees named below. Each person nominated for election has agreed to serve, if elected, and the Board has no reason to believe that any nominee will be unable to serve.

PROPOSAL 1: ELECTION OF DIRECTORS

NOMINEES FOR ELECTION

EXPERIENCE:

Ms. Acevedo served as Chief Executive Officer of the Girl Scouts of the United States of America, a national leadership development organization for girls, from May 2017 to August 2020 and as interim Chief Executive Officer from June 2016 to May 2017. She served as a member of the President’s Advisory Commission on Educational Excellence for Hispanics from May 2011 to September 2016. Ms. Acevedo was Co-Founder, President and Chief Executive Officer of CommuniCard LLC from October 2002 to March 2013 and Co-Founder and Vice President, Sales and Marketing of REBA Technologies Inc. (acquired by Applied Microsystems Corporation) from 2001 to 2002. Prior to that, she held various roles at Dell Inc., Autodesk, Inc., Apple Inc., IBM Corporation and the National Aeronautics and Space Administration (NASA) Jet Propulsion Labs.

EDUCATION:

Ms. Acevedo holds a B.S. in Industrial Engineering from New Mexico State University and an M.S. in Industrial Engineering from Stanford University.

QUALIFICATIONS:

We believe Ms. Acevedo’s qualifications to serve on our Board include her extensive experience in a range of technology companies, including large and mature organizations and emerging growth companies, as well as her senior management experience in the government and non-profit sectors, which brings additional perspectives and valuable additional insights to our Board. Our Board and senior management also benefit from Ms. Acevedo’s experience managing international business operations and from serving on other public company boards. As a longtime advocate for underserved communities and girls’ and women’s causes, Ms. Acevedo provides a unique perspective on social matters, and is in the process of obtaining an ESG Designation from Competent Boards.

EXPERIENCE:

Mr. Amon has been our President and Chief Executive Officer and a member of our Board of Directors since June 2021. He served as President and Chief Executive Officer-elect from January 2021 to June 2021 and President from January 2018 to January 2021. Mr. Amon served as Executive Vice President, Qualcomm Technologies, Inc. (QTI), a subsidiary of Qualcomm Incorporated, and President, Qualcomm CDMA Technologies (QCT), from November 2015 to January 2018. He served as Executive Vice President, QTI and Co-President, QCT from October 2012 to November 2015, Senior Vice President and Co-President, QCT from June 2012 to October 2012 and as Senior Vice President, QCT Product Management from October 2007 to June 2012, with responsibility for our product roadmap, including our Snapdragon platforms. Mr. Amon joined Qualcomm in 1995 as an engineer and throughout his tenure at Qualcomm has held several other technical and leadership positions.

EDUCATION:

Mr. Amon holds a B.S. in Electrical Engineering and an honorary doctorate from UNICAMP, the State University of Campinas, Brazil.

QUALIFICATIONS:

We believe Mr. Amon’s qualifications to serve on our Board include his extensive business, operational and management experience in the wireless telecommunications industry, including his current position as our Chief Executive Officer. His extensive knowledge of our business, products, strategic relationships and opportunities, as well as the rapidly evolving technologies and competitive environment in our industry, bring valuable insights and knowledge to our Board.

PROPOSAL 1: ELECTION OF DIRECTORS

EXPERIENCE:

Mr. Fields has been a Senior Advisor at TPG Capital LP, a global alternative asset firm, since October 2017. He served as Interim Chief Executive Officer of Hertz Global Holdings, Inc., which operates the Hertz, Thrifty and Dollar rental car brands, from October 2021 to February 2022. Mr. Fields served as President and Chief Executive Officer of Ford Motor Company, a global automotive company, from July 2014 to May 2017, and as Chief Operating Officer from December 2012 to July 2014. He joined Ford in 1989 and served in various leadership positions throughout his tenure, including Executive Vice President and President, Americas; Executive Vice President and Chief Executive Officer, Ford of Europe and Premier Automotive Group; Chairman and Chief Executive Officer, Premier Automotive Group; and President and Chief Executive Officer, Mazda Motor Corporation. Mr. Fields previously served as a director of TPG Pace Solutions Corp. from April 2021 to December 2021, IBM Corporation from March 2016 to April 2018, and Ford Motor Company from July 2014 to May 2017.

EDUCATION:

Mr. Fields holds a B.A. in Economics from Rutgers University and an M.B.A. from Harvard Business School.

QUALIFICATIONS:

We believe Mr. Fields’ qualifications to serve on our Board include his extensive operational experience in senior positions in the automotive industry, a key growth area for us, including leading complex global business organizations with large workforces and organizations pursuing emerging opportunities through expansion into adjacent areas, which brings valuable insights to our Board as well as provides a useful resource to our senior management. Our Board and senior management also benefit from Mr. Fields’ experience from serving on other public company boards. He has been designated as an audit committee financial expert.

EXPERIENCE:

Mr. Henderson has been President of JWH Consulting LLC, a business and investment advisory firm, since January 2018. He served as an Advisory Director to Berkshire Partners LLC, a private equity firm, from September 2015 to December 2019. Mr. Henderson served as Chief Financial Officer of Cardinal Health Inc. from May 2005 to November 2014. Prior to joining Cardinal Health, he held multiple positions at Eli Lilly and General Motors, including serving as President and General Manager of Eli Lilly Canada, Controller and Treasurer of Eli Lilly Inc., and in management positions with General Motors in Great Britain, Singapore, Canada and the U.S.

EDUCATION:

Mr. Henderson holds a B.S. in Electrical Engineering from Kettering University and an M.B.A. from Harvard Business School.

QUALIFICATIONS:

We believe Mr. Henderson’s qualifications to serve on our Board include his financial and operational management experience, including his significant experience in international operations, which is a source of valuable insights to our Board. His experience in senior operational and financial management positions at companies that experienced significant growth and transformation, including into additional business areas, also provides a useful resource to our senior management. Our Board and senior management also benefit from Mr. Henderson’s experience from serving on other public company boards. He has been designated as an audit committee financial expert.

PROPOSAL 1: ELECTION OF DIRECTORS

EXPERIENCE:

Mr. Johnson has been President and Chief Executive Officer of McAfee Corp., a global leader in online protection for consumers, since June 2022. He served as Executive Vice President and General Manager, Consumer Group of Intuit Inc., a global technology platform company, from August 2018 to June 2022, and as Senior Vice President, Marketing, Consumer Tax Group of Intuit from December 2012 to August 2018. Prior to Intuit, Mr. Johnson held various marketing positions at Advance Auto Parts, Inc., Best Buy Co., Inc., The Gillette Company, Eastman Kodak Company, S.C. Johnson & Son, Inc., Motorola, Inc. and Kraft Foods, Inc. He also served in the United States Air Force.

EDUCATION:

Mr. Johnson holds a B.S. in Operations Research from the United States Air Force Academy.

QUALIFICATIONS:

We believe Mr. Johnson’s qualifications to serve on our Board include his broad executive management experience in several large companies competing in a range of industries, including the technology industry, which brings additional perspectives and insights to our Board. Our Board and senior management also benefit from Mr. Johnson’s wide range of operational experience, including in marketing, strategy and business development, as well as his knowledge of cybersecurity matters obtained from his experience as Chief Executive Officer of a company specializing in consumer cybersecurity.

EXPERIENCE:

Ms. Livermore served as Executive Vice President of the Enterprise Business at Hewlett-Packard Company, an information technology company, from May 2004 to June 2011 and as Executive Vice President of HP Services from January 2002 to May 2004. She joined HP in 1982 and served in a number of management and leadership positions across the company. Ms. Livermore previously served as a director of Hewlett-Packard Company from June 2011 to November 2015.

EDUCATION:

Ms. Livermore holds a B.A. in Economics from the University of North Carolina, Chapel Hill and an M.B.A. from Stanford University.

QUALIFICATIONS:

We believe Ms. Livermore’s qualifications to serve on our Board include her extensive operational experience in senior positions, including leading complex global business organizations with large workforces. Her significant experience in the areas of technology, marketing, sales, research and development and business management provide valuable insights to our Board and also provide useful resources to our senior management. Our Board and senior management also benefit from Ms. Livermore’s experience from serving on other public company boards.

PROPOSAL 1: ELECTION OF DIRECTORS

EXPERIENCE:

Mr. McLaughlin served as Vice Chairman of the Board of Palo Alto Networks, Inc., a global cybersecurity company, from June 2018 to December 2022. He served as Chairman of the Board and Chief Executive Officer of Palo Alto Networks from August 2016 to June 2018 and as Chairman of the Board, President and Chief Executive Officer from April 2012 to August 2016. Mr. McLaughlin joined Palo Alto Networks as President and Chief Executive Officer, and as a director, in August 2011 and became Chairman of the Board in April 2012. He served as President and Chief Executive Officer and as a director of VeriSign, Inc. from August 2009 to August 2011 and as President and Chief Operating Officer from January 2009 to August 2009. Mr. McLaughlin served in various other management and leadership roles at VeriSign from February 2000 through November 2007 and provided consulting services to VeriSign from November 2008 to January 2009. Prior to joining VeriSign, Mr. McLaughlin was Vice President, Sales and Business Development at Signio Inc., which was acquired by VeriSign in February 2000. President Barack Obama appointed Mr. McLaughlin to serve on the National Security Telecommunications Advisory Committee (NSTAC) in January 2011 and to the position of Chairman of the NSTAC from November 2014 to December 2016. He continues to serve on the NSTAC.

EDUCATION:

Mr. McLaughlin holds a B.S. from the U.S. Military Academy at West Point and a J.D. from Seattle University School of Law.

QUALIFICATIONS:

We believe Mr. McLaughlin’s qualifications to serve on our Board include his operational and management experience at several technology companies. Mr. McLaughlin’s service on the National Security Telecommunications Advisory Committee, as well as his experience as Chief Executive Officer and a member of the board of directors of a company recognized as a leader in cybersecurity, provide him with extensive knowledge regarding the operations and security of telecommunications systems and cybersecurity matters, which bring valuable insights to our Board.

EXPERIENCE:

Ms. Miller was appointed Global Chief Financial Officer of Ernst & Young Global Limited (EY), a global leader in assurance, tax, strategy and transactions and consulting services, effective February 2023. She served as Chief Financial Officer of Cargill, Incorporated, a global food, agricultural, financial and industrial products company, from June 2021 to January 2023, and as Head of Corporate Strategy of Cargill from April 2022 to January 2023. Ms. Miller served as Senior Vice President and Chief Financial Officer of General Electric Company (GE), a multinational power, renewable energy, aviation and healthcare company, from November 2017 to February 2020. She served as President and Chief Executive Officer of GE Transportation from October 2015 to November 2017, as Chief Information Officer (CIO) of GE from April 2013 to October 2015, and as Vice President, Controller and Chief Accounting Officer of GE from April 2008 to April 2013. Prior to joining GE in 2008, Ms. Miller served as Senior Vice President and Controller of WellPoint, Inc. (now Anthem), and as a partner at PricewaterhouseCoopers LLP.

EDUCATION:

Ms. Miller holds a B.S. in Accounting from Miami University in Oxford, Ohio.

QUALIFICATIONS:

We believe Ms. Miller’s qualifications to serve on our Board include her extensive financial and operational management expertise, including her significant experience in accounting and finance matters, which is a source of valuable insights to our Board. Her experience in senior operational and financial management positions at large organizations undergoing transformation also provides a useful resource to our senior management. Further, having served as CIO and later supervising the CIO for a major multinational corporation, Ms. Miller brings additional knowledge and experience in the area of cybersecurity to our Board.

PROPOSAL 1: ELECTION OF DIRECTORS

EXPERIENCE:

Ms. Rosenfeld served as Chair of Mondelēz International, Inc., a global snack food and beverage company (which changed its name from Kraft Foods, Inc. in October 2012), from November 2017 to March 2018, as Chairman and Chief Executive Officer from March 2007 to November 2017 and as Chief Executive Officer and a director from June 2006 to March 2007. Prior to that, she served as Chairman and CEO of Frito-Lay, a division of PepsiCo, Inc., from September 2004 to June 2006. Ms. Rosenfeld was employed continuously by Mondelēz International and its predecessor companies, in various capacities from 1981 to 2003, including President, Kraft Foods North America; President, Kraft Foods Operations, Technology & Information Systems; and President, Kraft Foods Canada, Mexico and Puerto Rico.

EDUCATION:

Ms. Rosenfeld holds a B.A. in Psychology, an M.S. in Business and a Ph.D. in Marketing & Statistics from Cornell University.

QUALIFICATIONS:

We believe Ms. Rosenfeld’s qualifications to serve on our Board include her extensive management experience, including experience in international operations, which is a source of important insights to our Board and provides a useful resource to our senior management. Her experience with corporate governance matters and service on other public company boards also provide valuable insights to our Board.

EXPERIENCE:

Mr. Smit served as Vice Chairman of Comcast Corporation, a global media and technology company, from April 2017 to December 2021. He served as President and Chief Executive Officer of Comcast Cable Communications, LLC, a subsidiary of Comcast Corporation, from November 2011 to April 2017 and President from March 2010 to November 2011. Before joining Comcast, Mr. Smit served as President and Chief Executive Officer and a director of Charter Communications, Inc. from August 2005 to March 2010. Prior to joining Charter Communications, he served as President of AOL Access (AOL/Time Warner) and held various leadership positions at Nabisco and Pillsbury. Mr. Smit also served on the Board of Visitors for Nicholas School of the Environment at Duke University from 2010 to 2021.

EDUCATION:

Mr. Smit holds a B.S. in Geology from Duke University and an M.A. in International Business from Tufts University-Fletcher School of Law and Diplomacy.

QUALIFICATIONS:

We believe Mr. Smit’s qualifications to serve on our Board include his extensive management experience at media and technology companies, which is a source of valuable insights to our Board. His experience in senior operational positions also provides a useful resource for our senior management. Mr. Smit also brings valuable knowledge of environmental matters obtained from his experience at one of the top global universities for environment and ecology.

PROPOSAL 1: ELECTION OF DIRECTORS

EXPERIENCE:

Mr. Tricoire has been Chairman of the Board and Chief Executive Officer of Schneider Electric SE, a global energy and automation digital solutions company, since April 2013. He served as President and Chief Executive Officer of Schneider Electric from May 2006 to April 2013, as Chief Operating Officer from January 2004 to May 2006 and as Executive Vice-President of Schneider Electric’s International Division from January 2002 to January 2004. Mr. Tricoire joined the Schneider Electric Group in 1986 and held numerous leadership positions throughout his tenure, including operational functions in China, Italy, South Africa and the United States. He is currently a Director of the Board of the United Nations Global Compact, a program that encourages businesses and firms worldwide to adopt sustainable and socially responsible policies.

EDUCATION:

Mr. Tricoire holds a degree in Electronic Engineering from École Supérieure d’Électronique de l’Ouest in France and an M.B.A. from Centre d’études Supérieures du Management à Lyon (EM Lyon) in France.

QUALIFICATIONS:

We believe Mr. Tricoire’s qualifications to serve on our Board include his extensive executive management experience both in the technology industry and in large organizations, including those addressing changing technologies and applications. His broad experience in international operations also provides a useful resource to our senior management. In addition, Mr. Tricoire brings a non-US perspective to issues facing us, including a focus on ESG matters, enhancing the range of perspectives and understanding of our Board.

EXPERIENCE:

Mr. Vinciquerra has been Chairman of the Board and Chief Executive Officer of Sony Pictures Entertainment Inc., Sony Corporation’s television and film division, and a Senior Executive Vice President of Sony Group Corporation since June 2017. He served as a Senior Advisor to Texas Pacific Group, a private equity firm, in the Technology, Media and Telecom sectors, where he advised on acquisitions and operations, from September 2011 to June 2017. Mr. Vinciquerra served as Chairman of Fox Networks Group, the largest operating unit of News Corporation, from September 2008 to February 2011, and President and Chief Executive Officer from June 2002 to February 2011. Earlier in his career, he held various management positions in the broadcasting and media industry.

EDUCATION:

Mr. Vinciquerra holds a B.A. in Marketing from the State University of New York.

QUALIFICATIONS:

We believe Mr. Vinciquerra’s qualifications to serve on our Board include his management experience, including significant experience in operations, which is a source of important insights to our Board, as well as providing a useful resource to our senior management. His prior media industry experience is especially valuable with the convergence of the Internet, wireless, media and computing industries. Our Board and senior management also benefit from Mr. Vinciquerra’s experience from serving on other public company boards. He has been designated as an audit committee financial expert.

PROPOSAL 1: ELECTION OF DIRECTORS

REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present, either in person or by proxy, is required to elect each of the 12 nominees for director, meaning that the number of votes cast “for” a nominee’s election must exceed the number of  “withhold” votes cast against that nominee. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote for each of the 12 nominees, they will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the vote.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE DIRECTOR NOMINEES.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee has selected PricewaterhouseCoopers LLP (PwC) as our independent public accountants for our fiscal year ending September 24, 2023, and the Board has directed that this selection be submitted for ratification by our stockholders at the Annual Meeting. PwC has audited our consolidated financial statements since we commenced operations in 1985.

In deciding whether to re-engage PwC as our independent public accountants, the Audit Committee evaluated PwC’s qualifications, performance and independence, including that of the lead audit partner. This evaluation was conducted with input from senior management. The Audit Committee believes there are significant benefits to having independent public accountants that have a history with the Company. These benefits include higher quality audit work and accounting advice due to PwC’s institutional knowledge of and familiarity with our business and operations, accounting policies, financial systems and internal control framework, as well as operational efficiencies and a resulting lower fee structure. The Audit Committee also considered potential disadvantages associated with changing the Company’s independent public accountants, including increased costs, diversion of our management’s attention and our internal accounting resources as new auditors become familiar with our business and processes, and potential difficulties in finding another multinational auditing firm that qualifies as independent from us under applicable standards (in light of the non-audit services provided to us by other major multinational firms). Based on the foregoing evaluation, the Audit Committee and the Board believe that the continued retention of PwC as the Company’s independent public accountants is in the best interests of the Company and its stockholders.

Stockholder ratification of the selection of PwC as our independent public accountants is not required by our Bylaws or otherwise. However, the Board is submitting the selection of PwC to stockholders for ratification as a matter of good corporate governance. If stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain PwC. Even if the selection is ratified, the Audit Committee in its discretion may appoint different independent public accountants at any time if it determines that such a change would be in the best interests of the Company and its stockholders.

FEES FOR PROFESSIONAL SERVICES

The following table presents fees for professional services rendered by PwC during our fiscal years ended September 25, 2022 and September 26, 2021 for the audits of our annual consolidated financial statements and for other services. All of the services described in the following table were approved in conformity with the Audit Committee’s pre-approval process described below.

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(1)

Audit fees consist of fees billed or expected to be billed for professional services rendered for the audit of our annual consolidated financial statements and the effectiveness of our internal control over financial reporting, the reviews of our interim condensed consolidated financial statements included in our quarterly reports, and audits of certain of our subsidiaries for statutory, regulatory and other purposes.

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(2)

Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or reviews of our consolidated financial statements and the Qualcomm Incorporated Employee Savings and Retirement Plan (401(k) plan) financial statements and supplemental schedules, and are not reported under “audit fees.” This category includes fees principally related to field verification of royalties from certain licensees.

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(3)

Tax fees consist of permissible non-audit services related to global tax compliance, transfer pricing, audit defense and general tax consulting service.

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(4)

All other fees consist of fees for technical publications purchased from PwC.

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POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by our independent public accountants. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the nature of the particular service or category of services and an estimated fee. The Audit Committee has delegated certain pre-approval authority to its Chair when expedition of approval is necessary, and such approval is reported to the Audit Committee at its next meeting. Our independent public accountants and management periodically report to the Audit Committee regarding the extent of services provided by the independent public accountants and the fees for the services performed to date.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

REPRESENTATION FROM PRICEWATERHOUSECOOPERS LLP AT THE ANNUAL MEETING

Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote on this proposal, they will have the authority, but are not required, to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 24, 2023.

PROPOSAL 3: APPROVAL OF THE QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN

We are asking stockholders to approve the QUALCOMM Incorporated 2023 Long-Term Incentive Plan (the 2023 LTIP), which was adopted by our Board upon the recommendation of the HR and Compensation Committee, subject to stockholder approval. We are seeking stockholder approval of the 2023 LTIP as a successor to and continuation of our Amended and Restated QUALCOMM Incorporated 2016 Long-Term Incentive Plan (the 2016 LTIP) and to increase the number of shares of common stock we have available for the grant of equity awards by an additional 82,000,000 shares.

No awards will be issued under the 2023 LTIP unless stockholders approve it at the Annual Meeting. If stockholders approve the 2023 LTIP, it will become effective on the date of the Annual Meeting and no new awards will be granted under the 2016 LTIP on or after the date of the Annual Meeting. If stockholders do not approve the 2023 LTIP, the Company will continue to have the authority to grant awards under the 2016 LTIP until March 8, 2026. As of December 6, 2022, 4,133,483 shares remained available for issuance under our 2016 LTIP.

Stockholder approval of the 2023 LTIP will enable us to continue to grant equity awards to deserving individuals and remain competitive with our industry peers. We believe that equity awards are critical incentives to recruiting, retaining and motivating the best employees in our industry. The approval of the proposed 2023 LTIP will allow us to continue to provide such incentives. If this proposal is not approved, we believe we would be at a significant disadvantage against our competitors for recruiting, retaining and motivating those individuals who are critical to our success, and we could be forced to increase cash compensation, reducing resources available to meet our other business needs.

FACTORS REGARDING OUR EQUITY USAGE & NEEDS

Equity is Essential to Talent Acquisition and Retention

It is important to our Board to ensure that we are being fiscally responsible with respect to how and when we fund programs that promote our ability to motivate and retain key talent in a competitive market. We firmly believe that employees with a stake in the future success of our business are highly motivated to achieve the long-term growth objectives of our business and are well-aligned with the interests of our other stockholders to increase stockholder value. We have a long-standing practice of granting equity awards not only to our executives and directors, but broadly among our employees. As of December 6, 2022, we had approximately 47,500 employees (not including temporary employees), of which approximately 90% received an equity award during 2022.

It is essential that we continue the use of equity compensation to better position us in the market and allow us to retain our skilled employees while attracting talented new employees to help us achieve our objectives, which include increasing stockholder value by growing the business. Without the approval of an addition to our share reserve, we will not be able to continue to compete in this highly competitive market. This would ultimately result in the loss of critical talent and inhibit our ability to achieve our business goals. We intend to use the additional shares to recruit and retain employees globally. If approved, we anticipate that the share reserve available under the 2023 LTIP would allow us to maintain our regular equity compensation program without interruption until 2025. The shares reserved under the 2023 LTIP may, however, last for a shorter or longer period of time depending on various factors, such as the number of grant recipients, future grant practices, our stock price and forfeiture rates.

KEY FEATURES OF THE 2023 LTIP

Some key features of the 2023 LTIP are described below with additional detail provided in the Summary of the 2023 LTIP below and the full text of the 2023 LTIP, a copy of which is attached to this proxy statement as Appendix B:

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Administration. The 2023 LTIP would generally be administered by the HR and Compensation Committee, which is composed entirely of independent, non-employee directors.

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•

Fungible Share Ratio. Awards other than stock options and stock appreciation rights (full-value awards) are charged against the 2023 LTIP share reserve at the rate of two shares for each share actually granted.

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•

Stockholder Approval is Required for Any Additional Shares. The 2023 LTIP does not contain an annual “evergreen” provision, but instead reserves a fixed maximum number of shares of common stock. Additional stockholder approval is required to increase that number.

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•

Repricings. Stock options and freestanding stock appreciation rights may not be repriced without stockholder approval.

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PROPOSAL 3: APPROVAL OF THE QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN

•

No Liberal Share Recycling for Stock Options or Stock Appreciation Rights. Shares tendered, exchanged or withheld to pay the exercise price or to satisfy withholding taxes with respect to stock options or stock appreciation rights are not available again for grant.

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•

Award Limits for Non-Employee Directors. The aggregate value of all regular compensation paid to any non-employee director for services rendered in any calendar year, inclusive of cash and the grant date fair value of equity awards under the 2023 LTIP, is limited to $800,000.

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•

No Dividend Payment Until Underlying Shares Vest. Dividends and dividend equivalents on restricted stock, restricted stock units and performance share awards vest and are paid only if and to the extent those underlying awards become vested.

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•

Limited Transferability. Awards are not transferable except by will or by the laws of descent and distribution, or pursuant to a domestic relations order.

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•

No Liberal Change in Control Definition. The 2023 LTIP defines change in control based, in part, on the consummation of the transaction rather than the announcement or stockholder approval of the transaction.

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HISTORICAL AWARD INFORMATION

Overhang

The following table provides additional information regarding our overhang, or potential stockholder dilution. Our overhang is equal to the number of shares subject to our outstanding equity awards under our equity plans at December 6, 2022, including accrued dividend equivalents, plus the number of shares available to be granted, divided by the total shares of common stock outstanding. As of January 9, 2023, the Record Date, there were 1,117,192,165 shares of our common stock outstanding. The closing price of our common stock as reported on NASDAQ on January 9, 2023 was $114.61 per share.

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Includes equity compensation plans assumed in mergers and acquisitions.

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(2)

Includes 235,380 stock options deemed granted under the 2016 LTIP to implement the assumption and conversion of the NuVia, Inc. (NuVia) stock options in connection with the acquisition of NuVia in March 2021.

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(3)

Includes 90,860 restricted stock units deemed granted under the 2016 LTIP to implement the assumption and conversion of the NuVia, Inc. restricted stock units in connection with the acquisition of NuVia, Inc. in March 2021.

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(4)

The number of performance stock units that are outstanding at December 6, 2022 reflect the maximum number of shares that could be earned based on satisfaction of the applicable performance goals.

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(5)

Does not include shares available for issuance under our Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan, as amended.

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3-Year Historical Burn Rate

The following table provides information regarding the grant of equity awards over the past three completed fiscal years and which we considered in setting the number of shares available for issuance under the 2023 LTIP:

PROPOSAL 3: APPROVAL OF THE QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN

(1)

Percentage of equity awards granted to individuals who were named executive officers (NEOs) in the relevant year is calculated by dividing the number of shares that were issuable pursuant to equity awards that were granted to NEOs during the fiscal year by the number of shares issuable pursuant to all equity awards that were granted during the fiscal year. As further discussed in “Executive Compensation and Related Information — HR and Compensation Committee Letter to Stockholders” on page 41 and “Compensation Discussion & Analysis” on page 42, in fiscal 2022, we shifted the timing of the grant of equity awards to our executive officers from the fourth quarter of our fiscal year to the first quarter of the subsequent fiscal year. As a result of this change, equity awards granted to our continuing NEOs in fiscal 2022 were significantly and anomalously lower than in prior years.

​

(2)

Equity burn rate is calculated by dividing the number of shares issuable pursuant to equity awards granted during the fiscal year by the (basic) weighted-average number of common shares outstanding during the period.

​

(3)

Dilution is calculated by dividing the sum of  (x) the number of shares issuable pursuant to equity awards outstanding at the end of the fiscal year (32,588,378 shares with respect to fiscal 2022) plus (y) the number of shares available under the 2016 LTIP for future grants (43,067,274 shares with respect to fiscal 2022), by the number of common shares outstanding at the end of the fiscal year (1,121,033,281 shares with respect to fiscal 2022).

​

(4)

Overhang is calculated by dividing the number of shares issuable pursuant to equity awards outstanding at the end of the fiscal year (32,588,378 shares with respect to fiscal 2022) by the number of common shares outstanding at the end of the fiscal year (1,121,033,281 shares with respect to fiscal 2022).

​

For purposes of the table above, the number of shares issuable pursuant to equity awards does not include any dividend equivalents that may be earned after the date of grant, and the number of shares issuable pursuant to an award that provides for issuance of a variable number of shares based on the extent to which performance targets are satisfied is deemed to be the maximum number of shares that may be issued on attainment of maximum performance targets, even though a lesser number of shares may be or may have been issued based on actual performance.

SUMMARY OF THE 2023 LTIP

The following paragraphs summarize the material terms of the 2023 LTIP. This summary does not purport to be a complete description of all of the provisions of the 2023 LTIP. It is qualified in its entirety by reference to the full text of the 2023 LTIP, a copy of which is attached to this proxy statement as Appendix B.

General

The 2023 LTIP provides for the grant of incentive and nonstatutory stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance units, performance shares (including performance stock units, deferred compensation awards and other stock-based awards). Incentive stock options granted under the 2023 LTIP are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code). Nonstatutory stock options granted under the 2023 LTIP are not intended to qualify as incentive stock options under the Code.

Purpose

The purpose of the 2023 LTIP is to advance the interests of the Company and its stockholders by providing an incentive to attract and retain the best qualified personnel to perform services for the Company, by motivating such persons to contribute to the growth and profitability of the Company, by aligning their interests with the interests of the Company’s stockholders and by rewarding such persons for their services by tying a portion of their total compensation package to the success of the Company.

Administration

The 2023 LTIP would be administered by the HR and Compensation Committee or, if there is no such committee, it would be administered by the Board. Subject to the limitations in the 2023 LTIP, the HR and Compensation Committee has the authority to interpret the 2023 LTIP and to determine the recipients of awards, the number of shares subject to each award, the times when an award will become exercisable or vest, the exercise price, the type of consideration to be paid upon exercise and other terms of the award. To the extent permitted by applicable law and the terms of the 2023 LTIP, the HR and Compensation Committee may delegate to the appropriate officers of the Company the authority to grant, amend, modify, cancel, extend or renew awards to persons other than directors or executive officers whose transactions are subject to Section 16 of the Exchange Act. Accordingly, as used herein with respect to the 2023 LTIP, references to the “Committee” include the full Board, the HR and Compensation Committee and any officer(s) of the Company to whom such authority may be delegated as provided in the 2023 LTIP, to the extent such delegation is applicable.

Maximum Number of Shares Issuable Under the 2023 LTIP

Maximum Number of Shares Issuable. The maximum number of shares that may be issued pursuant to awards under the 2023 LTIP will be equal to the sum of:

•

82,000,000 shares, plus

​

•

the number of any shares available for new award grants under the 2016 LTIP on the date of the Annual Meeting, determined before giving effect to the termination of the authority to grant new awards under the 2016 LTIP, plus

​

•

the number of any shares subject to stock options granted under the 2016 LTIP and outstanding as of the date of the Annual Meeting which expire, or for any reason are forfeited, canceled or terminated, after that date without being exercised, plus

​

PROPOSAL 3: APPROVAL OF THE QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN

•

the number of any shares subject to full-value awards (including restricted stock units, performance shares and deferred stock units) granted under the 2016 LTIP that are outstanding as of the date of the Annual Meeting which are forfeited, terminated, canceled, not earned due to any performance goal that is not met or that fail to vest or are otherwise reacquired after that date without having become vested, in each case with the number of shares that may be issued pursuant to the 2023 LTIP being increased by two times the number of such shares, plus

​

•

the number of any shares subject to full-value awards granted under the 2016 LTIP and outstanding on the date of the Annual Meeting that are paid in cash, exchanged by a participant or withheld by the Company after the date of the Annual Meeting to satisfy any tax withholding or tax payment obligations related to such award, in each case with the number of shares that may be issued pursuant to the 2023 LTIP being increased by two times the number of such shares.

​

Share Counting. The following are other rules for counting shares against the maximum number of shares that may be issued pursuant to the 2023 LTIP:

•

Full-value awards are counted against the 2023 LTIP’s aggregate share limit as two shares for every one share actually issued in connection with the award.

​

•

To the extent that shares are delivered pursuant to the exercise of a stock option or stock appreciation right, the number of underlying shares to which the exercise related shall be counted against the applicable share limits, regardless of the number of shares actually issued. Further, any shares that are exchanged by a participant or withheld by the Company as full or partial payment of the exercise price of any stock option or stock appreciation right or to satisfy any tax withholding or payment obligations related to any stock option or stock appreciation right will not be available for issuance of subsequent awards under the 2023 LTIP.

​

•

To the extent that an award is settled in cash, the shares that would have been issued had there been no such cash settlement will not be counted against the number of shares available for issuance under the 2023 LTIP.

​

•

Shares that are subject to awards that are forfeited, terminated, canceled, not earned due to any performance goal that is not met or otherwise fail to vest or are reacquired by the Company will again be available for subsequent awards under the 2023 LTIP. Any such shares subject to full-value awards will be credited as two shares for purposes of determining the maximum number of shares available for issuance under the 2023 LTIP.

​

•

If shares are exchanged by a participant or withheld by the Company to satisfy the tax withholding or payment obligations related to any full-value award, the maximum number of shares that are issuable pursuant to the 2023 LTIP will be credited with two shares for each such share (however, any shares withheld or exchanged to satisfy any amount in excess of the maximum statutory withholding rate will be counted against the aggregate number of shares that may be issued pursuant to the 2023 LTIP).

​

•

Shares tendered (by attestation or otherwise), exchanged or withheld as full or partial payment of the exercise price of any option or stock appreciation right will not be available for subsequent awards; shares exchanged or withheld to satisfy the tax withholding or tax payment obligations related to any option or stock appreciation right will not be available for subsequent awards; shares purchased or repurchased by the Company with option proceeds will not be available for subsequent awards; and shares covered by an option or stock appreciation right, to the extent that it is exercised and settled in shares, and whether or not shares are actually issued upon exercise, will be considered issued or transferred pursuant to the 2023 LTIP.

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•

Shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the 2023 LTIP unless determined otherwise by the Committee, and such awards may reflect the original terms of the related award being assumed or substituted for and need not comply with other specific terms of the 2023 LTIP.

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•

Shares of stock of an acquired company that are available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition (as adjusted using the exchange ratio or other adjustment formula used in such acquisition or combination to determine the consideration payable to its stockholders) may be used for awards under the 2023 LTIP and will not reduce the number of shares available for issuance under the 2023 LTIP, provided that awards using such available shares cannot be made after the date the awards or grants could have been made under the terms of the pre-existing plan and will only be made to individuals who were not employees, consultants or non-employee directors of the Company prior to such acquisition or combination.

​

Eligibility and Award Limitations

Awards other than incentive stock options are generally granted to our employees and non-employee directors, although the 2023 LTIP permits the grant of awards to consultants. Incentive stock options may be granted only to employees. As of December 6, 2022, the Company had approximately 47,500 employees (not including temporary employees), 11 non-employee directors and approximately 7,100 consultants who would have been eligible to participate in the 2023 LTIP had it been in effect on that date. Consistent with past practices, the Company does not currently intend to grant awards to consultants under the 2023 LTIP.

PROPOSAL 3: APPROVAL OF THE QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN

The number of shares issued under the 2023 LTIP pursuant to the exercise of incentive stock options may not exceed 82,000,000 shares. If an incentive stock option is granted to any person who, at the time of the grant, owns (or is deemed to own) stock possessing more than 10% of the total combined voting power of the Company, or any of its parent or subsidiary corporations, the option must be granted at an exercise price that is at least 110% of the fair market value of the Company’s stock on the date of grant, and the term of the option must not exceed five years. The aggregate fair market value, determined at the time of grant, of the shares of common stock with respect to which incentive stock options granted under the 2023 LTIP that are exercisable for the first time by an optionee during any calendar year (under all our plans and our parent and subsidiary corporations) may not exceed $100,000.

Limitation on Awards to Non-Employee Directors

The 2023 LTIP provides for an annual limit of  $800,000 for compensation awarded to each of our non-employee directors. These annual limits do not apply to any compensation for service rendered as an employee or consultant or to any compensation that the Board determines is for special services or services beyond that required in the regular course of duties performed by a non-employee director.

Restrictions on Transfer

During a participant’s lifetime, exercisable awards (stock options and stock appreciation rights) may be exercised only by the participant or the participant’s guardian or legal representative. 2023 LTIP awards shall not be subjected in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment. Participants may not transfer equity awards granted under the 2023 LTIP, except by will or by the laws of descent and distribution, or pursuant to a domestic relations order.

Stock Options and Stock Appreciation Rights

The following is a general description of the terms of stock options and stock appreciation rights that may be awarded under the 2023 LTIP. Individual grants may have different terms, subject to the overall requirements of the 2023 LTIP.

Exercise Price; Payment. The exercise price of incentive stock options under the 2023 LTIP may not be less than the fair market value of the Company’s common stock subject to the option on the date of grant, and in some cases may not be less than 110% of the fair market value on the grant date, as described above. The exercise price of a nonstatutory stock option and a stock appreciation right may not be less than the fair market value of the Company’s stock subject to the award on the date of grant. The exercise price of options granted under the 2023 LTIP must be paid: (1) in cash, check or a cash equivalent; (2) by tender of shares of common stock of the Company subject to attestation to the ownership of the shares and to having a fair market value not less than the exercise price; (3) if permitted by the Committee (and provided that the participant is an employee and not an officer or non-employee director) and to the extent allowed by law, by means of a promissory note; (4) by net exercise whereby the number of shares issuable upon the exercise of the option is reduced by a number of shares having a fair market value equal to the exercise price; (5) in any other form of payment as may be approved by the Committee; or (6) by a combination of the above forms of payment.

Repricing and Reload Options Prohibited. The Company may not, without obtaining stockholder approval, (1) amend or modify the terms of any outstanding option or stock appreciation right to reduce the exercise price; (2) cancel, exchange or permit or accept the surrender of any outstanding option or stock appreciation right in exchange for an option or stock appreciation right with a lower exercise price; or (3) cancel, exchange or permit or accept the surrender of any outstanding option or stock appreciation right in exchange for any other award, cash or other securities for purposes of repricing that option or stock appreciation right. Also, no option may be granted to any participant on account of the use of shares to exercise a prior option.

Exercise. Stock options and stock appreciation rights granted under the 2023 LTIP vest in cumulative increments as determined by the Committee, provided that the holder’s employment by, or service as a director of or consultant to, the Company or certain related entities or designated affiliates, continues from the date of grant until the applicable vesting date. Stock options and stock appreciation rights granted under the 2023 LTIP may be subject to different vesting terms. In addition, the Committee has the power to accelerate the time during which an award may be exercised.

Term. The maximum term of stock options and stock appreciation rights under the 2023 LTIP is 10 years, except for certain incentive stock options with a maximum term of five years, as described above. The 2023 LTIP provides for the earlier termination of an award due to the holder’s termination of service.

Restricted Stock Units

The Committee may grant restricted stock units under the 2023 LTIP. Restricted stock units represent a right to receive shares of the Company’s common stock at a future date determined in accordance with the participant’s award agreement. There is no purchase or exercise price associated with restricted stock units or with the shares issued in settlement of the award. The Committee may grant restricted stock unit awards that are subject to time-based vesting or performance-based vesting.

PROPOSAL 3: APPROVAL OF THE QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN

Participants may not transfer shares acquired pursuant to restricted stock units until the units vest and are settled. Participants have no voting rights or rights to receive cash dividends with respect to restricted stock unit awards until shares of common stock are issued in settlement of such awards. However, the Committee may grant restricted stock units that entitle the holders to receive dividend equivalents, which are rights to receive additional restricted stock units or cash amounts on restricted stock units that vest based on the value of any cash dividends the Company declares prior to the settlement of vested restricted stock units. Any dividend equivalents are subject to the same restrictions and risk of forfeiture as the underlying award.

Restricted Stock Awards

The Committee may grant restricted stock awards under the 2023 LTIP specifying the number of shares of stock subject to the award and including such terms and conditions as the Committee shall from time to time establish. The Committee determines the purchase price payable under restricted stock purchase rights, which may be less than the then current fair market value of the Company’s common stock. Restricted stock awards may be subject to vesting conditions specified by the Committee based on service or performance criteria. Participants may not transfer shares acquired pursuant to a restricted stock award until the shares vest. Unless otherwise provided by the Committee, participants forfeit any unvested shares of restricted stock upon termination of service. Participants holding restricted stock generally may vote the shares and receive any dividends paid; however, no dividends or distributions will be paid on shares of stock subject to vesting conditions except to the extent that such vesting conditions are satisfied, and the restrictions on the original restricted stock award apply to adjustments made upon a change in the capital structure of the Company, and any substituted or additional securities or property arising from such award.

Performance Awards

The Committee may grant performance awards subject to the fulfillment of conditions and the attainment of performance goals with such terms and over such periods as the Committee determines in writing and sets forth in a written agreement between the Company and the participant. These awards may be designated as performance shares or performance units. Performance shares are awards that provide for a payment in shares (or cash equivalent to the fair market value of shares) based on satisfaction of performance goals established by the Committee, and performance units are awards that provide for the payment of cash based on the satisfaction of performance goals established by the Committee.

The Committee may make positive or negative adjustments to performance award payments to reflect individual job performance or other factors. At its discretion, the Committee may provide for the payment of dividend equivalents (which will be subject to the same restrictions and risks of forfeiture as the underlying award) with respect to cash dividends paid on the Company’s common stock to a participant awarded performance shares. The Committee may provide for performance award payments in lump sums or installments. If any payment is to be made on a deferred basis, the Committee may provide for the payment of dividend equivalents or interest during the deferral period.

Deferred Compensation Awards

The 2023 LTIP authorizes the Committee to establish a deferred compensation award program, under which, participants designated by the Committee who are officers, non-employee directors or members of a select group of highly compensated employees may elect to receive an award of deferred stock units, in lieu of compensation otherwise payable in cash or in lieu of cash or shares of common stock issuable upon settlement of restricted stock units, performance shares or performance unit awards. Each such stock unit represents a right to receive one share of common stock at a future date determined in accordance with the participant’s award agreement. Deferred stock units are settled by distribution to the participant of a number of whole shares of common stock equal to the number of stock units subject to the award upon the earlier of the date on which the participant separates from service or a specific date or event elected by the participant at the time of his or her election to receive the deferred stock unit award. A holder of deferred stock units has no voting rights or other rights as a stockholder until shares of common stock are issued to the participant in settlement of the deferred stock units. However, participants holding deferred stock units may receive dividend equivalents credited in the form of additional stock units as determined by the Committee. Prior to settlement, deferred stock units may not be assigned or transferred other than by will or the laws of descent and distribution, or pursuant to a domestic relations order.

Other Stock-Based Awards

The 2023 LTIP permits the Committee to grant other awards based on the Company’s stock or based on dividends paid on its stock. Participants have no voting rights or rights to receive cash dividends with respect to other awards until shares of common stock are issued in settlement of such awards. At its discretion, the Committee may provide for the payment of dividend equivalents (which will be subject to the same restrictions and risks of forfeiture as the underlying award) with respect to cash dividends paid on the Company’s common stock that are subject to such awards.

Adjustments Upon Certain Corporate Events

In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, the 2023 LTIP provides for appropriate adjustments in (i) the maximum number and class of

PROPOSAL 3: APPROVAL OF THE QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN

shares subject to the 2023 LTIP and to any outstanding awards, and (ii) the exercise price per share of any outstanding awards. Any fractional share resulting from an adjustment is rounded down to the nearest whole number, and at no time will the exercise price of any stock option or stock appreciation right be decreased to an amount less than par value of the stock subject to the award.

Change in Control. Unless otherwise provided in the stock award agreement, any other written agreement between the Company or any of its affiliates and the participant, or in any director compensation policy of the Company, in the event of a change in control outstanding stock awards may be assumed, continued or substituted for by any surviving or acquiring entity (or its parent company). If the surviving or acquiring entity (or its parent company) elects not to assume, continue or substitute for such stock awards, then subject to consummation of the change in control (i) with respect to any such stock awards that are held by individuals whose continuous service has not terminated prior to the effective date of the change in control, the vesting and exercisability provisions of such stock awards will be accelerated in full (and with respect to any performance stock awards, vesting will be deemed satisfied at either 100% of the target level or at such applicable vesting level based on the applicable level of achievement of performance goals through the date of the change in control or a specified date that is within ten (10) days prior to the change in control) and such awards will terminate if not exercised (if applicable) prior to the effective date of the change in control, and (ii) with respect to any stock awards that are held by individuals whose continuous service has terminated prior to the effective date of the change in control, the vesting and exercisability provisions of such stock awards will not be accelerated and such awards will terminate if not exercised (if applicable) prior to the effective date of the change in control (except that any reacquisition or repurchase rights held by the Company with respect to such stock awards shall not terminate and may continue to be exercised notwithstanding the change in control).

The Committee may also provide in the event of consummation of a change in control in which the outstanding stock awards are not assumed, continued or substituted by any surviving or acquiring entity (such that the stock awards will terminate upon the occurrence of the change in control), then with respect to any such stock awards that are held by individuals whose continuous service has not terminated prior to the effective date of the change in control, that the holder of such stock award will receive a payment, if any, equal to the excess of the value of the property the participant would have received upon exercise or settlement of the stock award over the exercise or purchase price (if any) otherwise payable in connection with the stock award.

In the event of a change in control where stock awards are assumed, continued or substituted, the Committee may provide in any award agreement for the lapsing of vesting conditions or restrictions, restriction periods, performance goals or other limitations applicable to the stock subject to such award held by a participant who has a qualified termination of service following the change in control.

A stock award may be subject to additional acceleration of vesting and exercisability upon or after a change in control, as provided in the stock award agreement, in any other written agreement between the Company or any affiliate of the Company and the participant, or in any director compensation policy of the Company.

Duration, Amendment and Termination

The Committee may amend or terminate the 2023 LTIP at any time. Incentive stock option awards will not be granted under the 2023 LTIP later than the tenth anniversary of the date it was originally approved by the Committee. No amendment authorized by the Committee will be effective unless approved by the stockholders of the Company if the amendment would (1) increase the number of shares reserved under the 2023 LTIP; (2) change the class of persons eligible to receive incentive stock options; (3) reprice any stock option or stock appreciation right (see “Repricing and Reload Options Prohibited”) or (4) modify the 2023 LTIP in any other way that requires stockholder approval under applicable law.

New Plan Benefits

The Company has not approved any awards that are conditioned on stockholder approval of the 2023 LTIP proposal except the grants of annual meeting awards to our non-employee directors as described under “Director Compensation,” which grants will automatically be made under the 2023 LTIP instead of the 2016 LTIP subject to stockholder approval of this Proposal. The Company cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to executive officers and employees (including employee directors) under the 2023 LTIP because the Company’s equity award grants are discretionary in nature. If the proposed 2023 LTIP had been in effect in fiscal 2022, the Company expects that the number of awards granted in fiscal 2022 would not have been different from those actually made in that year under the 2016 LTIP.

United States Federal Income Tax Information

The following discussion is intended to be a general summary only of the federal income tax aspects of awards granted under the 2023 LTIP and not of state or local taxes that may apply to awards under the 2023 LTIP. Tax consequences may vary depending on particular circumstances, and administrative and judicial interpretations of the application of the federal income tax laws are subject to change. Participants in the 2023 LTIP who are residents of or are employed in a country other than the United States may be subject to taxation in accordance with the tax laws of that particular country in addition to or in lieu of United States federal income taxes. This discussion is based on the provisions of the Code in effect at the time this summary was drafted for inclusion

PROPOSAL 3: APPROVAL OF THE QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN

in this proxy statement. It does not include a discussion of or anticipate changes that may become effective or be implemented after December 31, 2022. Subsequent developments in the U.S. federal income tax law could have a material effect on the U.S. federal income tax consequences of awards granted under the 2023 LTIP.

Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness, the limitations of Section 162(m) of the Code and the satisfaction of our tax reporting obligations. Section 162(m) may limit the deductibility of compensation paid to our chief executive officer and to each of our other “covered employees” under Section 162(m). Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible by us only to the extent that it does not exceed $1,000,000 or an exemption from such deduction limitation is applicable and available. The exemption from Section 162(m)’s deduction limit for performance-based compensation was repealed, generally effective for taxable years beginning after December 31, 2017, such that any awards granted under the 2023 LTIP are not eligible to qualify for any exemption from such deduction limitation. The Committee reserves the right to grant awards under the 2023 LTIP that result in compensation to our covered employees in excess of the $1,000,000 Section 162(m) deduction limitation.

Incentive Stock Options. An optionee recognizes no taxable income for regular income tax purposes as the result of the grant or exercise of an incentive stock option. Optionees who do not dispose of their shares for at least two years following the date the incentive stock option was granted or within one year following the exercise of the option normally will recognize a long-term capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies both such holding periods upon a sale of the shares, the Company will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares either within two years after the date of grant or within one year from the date of exercise (referred to as a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be treated as a capital gain. If a loss is recognized, it will be a capital loss. A capital gain or loss will be long-term if the optionee’s holding period is more than 12 months. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by the Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code or the regulations thereunder. The difference between the option exercise price and the fair market value of the shares on the exercise date of an incentive stock option is an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax, which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.

Nonstatutory Stock Options and Stock Appreciation Rights. Nonstatutory stock options and stock appreciation rights have no special tax status. A holder of these awards generally does not recognize taxable income as the result of the grant of such award. Upon exercise of a nonstatutory stock option or stock appreciation right, the holder normally recognizes ordinary income in an amount equal to the difference between the exercise price and the fair market value of the shares on the exercise date. If the holder is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option or stock appreciation right, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. A capital gain or loss will be long-term if the holding period of the shares is more than 12 months. The Company generally is entitled to a deduction equal to the amount of ordinary income recognized by the optionee as a result of the exercise of a nonstatutory stock option or stock appreciation right, except to the extent such deduction is limited by applicable provisions of the Code or the regulations thereunder. No tax deduction is available to the Company with respect to the grant of a nonstatutory stock option or stock appreciation right or the sale of the stock acquired pursuant to such grant.

Restricted Stock. A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the “determination date.” The determination date is the date on which the participant acquires the shares unless the shares are subject to a substantial risk of forfeiture and are not transferable, in which case the determination date is the earlier of (i) the date on which the shares become transferable or (ii) the date on which the shares are no longer subject to a substantial risk of forfeiture. If the determination date is after the date on which the participant acquires the shares, the participant may elect, pursuant to Section 83(b) of the Code, to have the date of acquisition be the determination date by filing an election with the Internal Revenue Service (IRS) no later than 30 days after the date on which the shares are acquired. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the determination date, will be taxed as capital gain or loss. The Company generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

Performance Shares, Performance Units and Restricted Stock Unit Awards. A participant generally will recognize no income upon the receipt of a performance share, performance unit or restricted stock unit award. Upon the settlement of such an award, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market

PROPOSAL 3: APPROVAL OF THE QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN

value of any substantially vested shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. If the participant receives shares of restricted stock, the participant generally will be taxed in the same manner as described under “Restricted Stock.” Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the determination date (as defined under “Restricted Stock”), will be taxed as capital gain or loss. The Company generally is entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

Deferred Compensation Awards. A participant generally will recognize no income upon the receipt of a deferred compensation award. Upon the settlement of the award, the participant normally will recognize ordinary income in the year of settlement in an amount equal to the fair market value of the shares received. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the date they were transferred to the participant, will be taxed as capital gain or loss. The Company generally is entitled to a deduction equal to the amount of ordinary income recognized by the participant, except to the extent such deduction is limited by applicable provisions of the Code. Deferred compensation awards, when granted, would generally be subject to the requirements of Section 409A of the Code, which would impose certain restrictions on the timing and form of payment of deferred compensation.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information regarding outstanding equity awards and shares reserved for future issuance under our equity compensation plans as of September 25, 2022 (number of shares in millions):

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(1)

Weighted Average Exercise Price of Outstanding Options does not include outstanding performance stock units, time-based restricted stock units, and deferred stock units, all of which were granted under equity compensation plans approved by stockholders.

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(2)

Consists of two Company plans: the 2016 LTIP and the Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan, as amended (ESPP).

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(3)

Consists of equity compensation plans assumed in connection with mergers and acquisitions.

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(4)

Includes approximately 33 million shares that may be issued pursuant to performance stock units, time-based restricted stock units, deferred stock units, and stock options granted under the 2016 LTIP. The performance stock units include the maximum number of shares that may be issued. Includes 242,000 stock options and 130,000 restricted stock units deemed granted under the 2016 LTIP to implement the assumption and conversion of the NuVia stock options and restricted stock units in connection with the acquisition of NuVia in March 2021.

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(5)

Includes approximately 43 million shares available under the 2016 LTIP and approximately 22 million shares available under the ESPP.

​

(6)

Includes approximately 100 stock options assumed in connection with mergers and acquisitions.

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REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a broker and you do not instruct the broker on how to vote on this proposal, your broker will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum, but will not have any effect on the outcome of the proposal.

Should stockholder approval not be obtained, the 2023 LTIP will not be implemented, and the 2016 LTIP will continue in effect pursuant to its current terms. However, the shares reserved for issuance under the 2016 LTIP will be depleted and the Company will not achieve its intended objectives of helping to attract and retain employees.

The Board believes that the proposed 2023 LTIP is in the best interests of the Company and its stockholders for the reasons stated above.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN.

PROPOSAL 4: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

This stockholder advisory vote, commonly known as “Say-on-Pay,” is required pursuant to Section 14A of the Exchange Act and gives our stockholders the opportunity to approve or not approve, on a non-binding advisory basis, the compensation paid to our named executive officers (NEOs) for our 2022 fiscal year. At our 2020 annual meeting of stockholders, stockholders voted for the Say-on-Pay vote to be held annually.

The Board recommends a vote “FOR” the following resolution:

“Resolved, that the stockholders of QUALCOMM Incorporated hereby approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement, including in the Compensation Discussion and Analysis, compensation tables and narrative disclosures.”

COMPENSATION PROGRAM BEST PRACTICES

Our fiscal 2022 executive compensation program continues to reflect stockholder feedback and numerous best practices. In particular:

•

A majority of our equity awards are performance-based, as described more fully in the Compensation Discussion and Analysis (CD&A) section of this proxy statement. While we did not grant any equity awards to most of our NEOs in fiscal 2022, the majority of recent equity awards, including those granted in fiscal 2023 to our NEOs, are performance-based.

​

•

We have rigorous performance objectives, including challenging operating goals for our Annual Cash Incentive Plan (ACIP) and Performance Stock Units (PSUs). Further, our relative total stockholder return (RTSR) PSUs require that we achieve a 55th percentile rank for the target payout, and a 90th percentile rank for the maximum payout, with a cap on payout at target if absolute total stockholder return (TSR) is negative.

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•

We have human capital advancement goals in our ACIP that are assessed by a framework that includes supporting our 2025 diversity, equity and inclusion goals, executive diversity plans, workforce stability and transition to a hybrid work environment.

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•

We have robust stock ownership guidelines, including a CEO guideline of 10x base salary.

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•

We have a comprehensive clawback policy that applies to both cash and equity incentives.

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•

Our peer group is size- and industry-appropriate.

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We continue our many ongoing executive compensation practices that promote consistent leadership, decision-making and pay-for-performance alignment without taking inappropriate or unnecessary risks, as discussed in detail in the CD&A.

EFFECT OF THIS RESOLUTION

Because your vote is advisory, it will not be binding upon the Company, the Board or the HR and Compensation Committee. However, we value the opinions of our stockholders, and the HR and Compensation Committee will take into account the outcome of this vote when considering future compensation decisions.

REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote on this proposal, they will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the existence of a quorum but will not have any effect on the outcome of the proposal.

The Board believes that the compensation of our NEOs, as described in the CD&A, compensation tables and narrative disclosures, is appropriate for the reasons discussed herein.

THE BOARD RECOMMENDS A VOTE “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS FOR FISCAL 2022.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our common stock as of December 6, 2022, unless otherwise indicated, by: (i) each stockholder known to us to have greater than a 5% ownership interest (based solely on our review of Schedules 13D and 13G filed with the SEC); (ii) each of our NEOs; (iii) each current director and nominee for director; and (iv) all of our current executive officers and directors as a group.

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*

Less than 1%

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(1)

The information for officers and directors in this table is based upon information supplied by those officers and directors. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 1,121,389,483 shares outstanding on December 6, 2022, adjusted as required by rules promulgated by the SEC.

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(2)

Represents shares of Qualcomm common stock beneficially owned as of December 31, 2021 based on a Schedule 13G/A filed on February 9, 2022 by The Vanguard Group. In such filing, The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355, and indicates that it has shared voting power with respect to 1,905,171 shares of our common stock, sole dispositive power with respect to 99,356,208 shares of our common stock, and shared dispositive power with respect to 4,665,617 shares of our common stock.

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(3)

Represents shares of Qualcomm common stock beneficially owned as of December 31, 2021 based on a Schedule 13G/A filed on February 1, 2022 by BlackRock, Inc. In such filing, BlackRock, Inc. lists its address as 55 East 52nd Street, New York, NY 10055, and indicates that it has sole voting power with respect to 71,246,345 shares of our common stock, and sole dispositive power with respect to 81,379,537 shares of our common stock.

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(4)

Includes 4,539 shares held in trusts for the benefit of his children and 90,906 shares held in Grantor Trusts for the benefit of Dr. Thompson and his spouse. Dr. Thompson disclaims all beneficial ownership for the shares held in trusts for the benefit of his children.

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(5)

Excludes 1,078 fully vested deferred stock units and dividend equivalents that settle on March 10, 2023 and 3,776 fully vested deferred stock units and dividend equivalents that settle three years after the grant date.

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(6)

Includes 3,069 shares held by Mr. Field’s spouse’s trust. Excludes 16,324 fully vested deferred stock units and dividend equivalents that settle upon retirement from the Board.

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(7)

Excludes 7,051 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.

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(8)

Excludes 1,078 fully vested deferred stock units and dividend equivalents that settle on March 10, 2023 and 3,776 fully vested deferred stock units and dividend equivalents that settle three years after the grant date.

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(9)

Includes 27,501 shares held in family trusts. Excludes 7,051 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.

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(10)

Includes 15,063 shares held in family trusts. Excludes 19,171 fully vested deferred stock units and dividend equivalents that settle upon retirement from the Board and 13,537 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(11)

Excludes 2,730 fully vested deferred stock units and dividend equivalents that settle on March 10, 2023 and 3,999 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.

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(12)

Includes 6,749 shares held jointly with her spouse. Excludes 3,776 fully vested deferred stock units and dividend equivalents that settle upon retirement from the Board and 3,275 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.

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(13)

Includes 3,069 shares held with his spouse as tenants in common. Excludes 16,019 fully vested deferred stock units and dividend equivalents that settle upon retirement from the Board.

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(14)

Excludes 2,168 fully vested deferred stock units and dividend equivalents that settle on March 10, 2023, 2,937 fully vested deferred stock units and dividend equivalents that settle on December 31, 2025 and 2,580 fully vested deferred stock units and dividend equivalents that settle upon retirement from the Board.

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(15)

Includes 5,196 shares held in family trusts. Excludes 26,890 fully vested deferred stock units and dividend equivalents that settle upon retirement from the Board.

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(16)

Excludes 137,216 fully vested deferred stock units and related dividend equivalents.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of our HR and Compensation Committee are, or have been, employees or officers of the Company. During fiscal 2022, no member of the HR and Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. During fiscal 2022, none of our executive officers served on the compensation committee (or equivalent) or board of another entity that has or has had one or more executive officers who served on our HR and Compensation Committee or Board.

CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS

Our Code of Ethics states that our executive officers and directors, including their immediate family members, are charged with avoiding situations in which their personal, family or financial interests conflict with those of the Company. Our Conflicts of Interest and Outside Activities policy provides additional rules regarding the employment of relatives. In accordance with its charter, the Audit Committee is responsible for reviewing and approving transactions between the Company and any directors or executive officers or any of such person’s immediate family members or affiliates (other than employment and compensation related transactions, which are subject to review by the HR and Compensation Committee pursuant to its charter), which would be reportable as related-person transactions under SEC rules. In considering the proposed arrangement, the Audit Committee or HR and Compensation Committee, as appropriate, will consider the relevant facts and circumstances and the potential for conflicts of interest or improprieties.

As further described below, during fiscal 2022, we employed a family member of one of our executive officers, whose compensation (salary, cash incentives and grant date fair value of equity awards) exceeded $120,000. The HR and Compensation Committee reviewed and approved this related-person transaction.

Cristiano R. Amon, President and Chief Executive Officer, is the brother of Rogerio Amon, who serves as Vice President, Program Management, Qualcomm Technologies, Inc. During fiscal 2022, Rogerio Amon earned $290,070 in base salary and $160,790 in cash incentives and received a restricted stock unit award of 2,668 shares with a grant date fair value of  $350,042. Rogerio Amon is compensated according to our standard practices, including participation in our employee benefit plans generally made available to employees of a similar responsibility level. The restricted stock units described above were granted under our 2016 LTIP and vest over three years from the grant date, contingent upon continued service with the Company. We do not view Cristiano Amon as having a beneficial interest in the compensation of Rogerio Amon that is material to him or the Company.

HR AND COMPENSATION COMMITTEE LETTER TO STOCKHOLDERS

Dear Fellow Stockholders:

The HR and Compensation Committee remains committed to structuring an executive compensation program that is linked to financial, operational, human capital and share price performance. Our executive compensation program continues to be highly motivating, retentive and linked to increasing stockholder value. It is heavily focused on performance-based, at-risk pay. Consistent with prior years, the HR and Compensation Committee, on behalf of the Board of Directors, with the assistance of Pay Governance LLC (Pay Governance), our independent compensation consultant, set challenging performance goals, aligned with our strategic plan, that provide a strong incentive to advance our business objectives and build sustainable value for our stockholders. We believe that our highly qualified leadership team, market competitive compensation levels and thoughtfully designed incentive programs contributed to the excellent performance the Company experienced this past year.

Fiscal 2022 saw strong results across our businesses. Overall, GAAP and Non-GAAP revenues each grew by 32% and GAAP and Non-GAAP diluted earnings per share (EPS) grew by 44% and 47%, respectively, versus the prior fiscal year. These results were driven by our ongoing technology leadership, revenue diversification and operating efficiency. GAAP EPS was positively impacted by a $1.1 billion benefit, or $0.97 per share, resulting from the reversal of the accrued fine imposed on us by the European Commission in fiscal 2018 and the associated accrued interest. In our QCT semiconductor business, we delivered record revenues of  $37.7 billion, up 39% year-over-year, which included records across all revenue streams, demonstrating the continued success of our diversification strategy. In addition to these excellent financial results, we advanced a number of critical strategic objectives as detailed under “Fiscal 2022 Performance” in the following Compensation Discussion & Analysis.

Given our strong performance in fiscal 2022, the ACIP funding and the 2020-2022 PSU outcomes both resulted in above target payouts. Our results continue to benefit our stockholders, as our one-, three-, and five-year total stockholder returns beat those of the median company among our proxy peers, as well as the NASDAQ-100, SOX and S&P-500 indices. The HR and Compensation Committee also took actions to maintain competitive pay across the executive team to retain our highly talented leaders in a tight labor market. The increases to executive pay were delivered primarily through performance-based compensation awarded in fiscal 2023 and will only be realized by our executives if they continue to deliver strong financial results.

In fiscal 2021, the Board of Directors and management changed the timing of the Board’s review of our strategic plan financials from the fourth quarter of our fiscal year to the first quarter of our fiscal year. This change was made to allow for the most current information to be used in the preparation of our strategic plan financials. This timing also aligns with the Board’s approval of the annual financial budget in the first quarter of our fiscal year. In fiscal 2022, the HR and Compensation Committee decided to correspondingly shift the timing of the grant of equity awards to our executive officers from the fourth quarter of our fiscal year to the first quarter of our subsequent fiscal year so that it had the benefit of our final, Board-approved budget and our strategic plan financials, prior to setting performance goals for the executive officers’ PSUs. As a result of this change in the timing of grants of equity awards to our executive officers, the compensation reported in the “Summary Compensation Table” for fiscal 2022 for our NEOs who were also NEOs last year was significantly and anomalously lower than prior years.

Over the past year, the Company and the Board continued our long-standing practice of conducting stockholder outreach. In fiscal 2022, we reached out to stockholders representing approximately 40% of the Company’s outstanding shares and directly engaged with six of our largest stockholders. We continue to believe our compensation plan reflects best practices, and given the positive feedback from our stockholders, with 95% of votes cast in favor of our fiscal 2021 NEO compensation at last year’s annual meeting, no major changes were made to the design of our executive compensation programs in fiscal 2022.

While more work remains to be done, we are pleased to report that we have also made significant progress in the area of human capital management. Fiscal 2022 saw the Company grow its overall diversity, with increases in overall female and underrepresented minority (URM) representation. We also prepared employees to return onsite while continuing to focus on employee well-being.

On behalf of the entire HR and Compensation Committee, we appreciate the feedback you provided and look forward to continuing to engage with you regarding our human capital and compensation programs.

Sincerely,

HR AND COMPENSATION COMMITTEE

Irene B. Rosenfeld, Chair
Gregory N. Johnson
Kornelis (Neil) Smit

EXECUTIVE COMPENSATION AND RELATED INFORMATION

COMPENSATION DISCUSSION & ANALYSIS

The HR and Compensation Committee oversees our executive compensation program. This Compensation Discussion and Analysis (CD&A) describes that program and the compensation awarded to, earned by or paid to our named executive officers (NEOs) for fiscal 2022, along with the underlying rationale of our HR and Compensation Committee in making its compensation decisions.

OUR NEOs FOR FISCAL 2022

EXECUTIVE COMPENSATION AND RELATED INFORMATION

FISCAL 2022 PERFORMANCE

Despite a challenging macroeconomic environment including global supply chain disruptions, inflationary pressure, ongoing impacts from the COVID-19 pandemic and the highly competitive labor market, we continued to achieve strong strategic and financial performance in fiscal 2022. We delivered record GAAP and Non-GAAP results as noted below:

Information reconciling our results prepared in accordance with GAAP to Non-GAAP financial measures are included in Appendix A.

In addition to our outstanding financial and operational performance, our stock outperformed the median company among our proxy peers during a challenging and volatile year for the stock market. Our stock performed in the top third of companies in the NASDAQ-100 Index on a one-year and three-year basis.

Business Achievements. In fiscal 2022, we achieved a number of important business initiatives, including those noted below:

•

We advanced our leadership in premium and high tier Android devices with our newest Snapdragon® mobile platforms, and we entered into an agreement with Samsung to expand its use of Snapdragon platforms for future premium Samsung Galaxy products globally, including smartphones, PCs, tablets, extended reality and more.

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•

We announced multiple automotive design wins and collaborations, including with BMW, General Motors, Renualt Group, Stellantis and CARIAD (Volkswagen), increasing our automotive design-win pipeline to more than $30 billion (as of November 2022) and reflecting continued traction across global automakers and Tier-1 customers for our Snapdragon® Digital Chassis™ technology.

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•

We completed the acquisition of Arriver, enhancing our ability to deliver open, fully integrated and competitive ADAS (advanced driver assistance systems) solutions to automakers and Tier-1 suppliers at scale.

​

•

We increased OEM design wins and ecosystem traction for our next-generation Windows on Snapdragon solutions, which incorporate our custom CPUs. We believe that the AI capabilities of our Snapdragon Compute Platform, as demonstrated at Microsoft’s Ignite 2022 developer conference, will redefine user experiences on Windows 11.

​

•

We announced a multi-year agreement with Meta to develop premium virtual reality and mixed reality experiences starting with next generation devices powered by custom Snapdragon XR platforms.

​

•

We launched our Qualcomm® Networking Pro Series platform, the world’s most scalable commercial Wi-Fi 7 platform.

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•

We extended our license agreement with Samsung covering 3G, 4G, 5G and upcoming 6G mobile technology through 2030.

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SAY-ON-PAY VOTE AND STOCKHOLDER OUTREACH

We are appreciative of the stockholder support for our Say-on-Pay result in 2022, with 95% of votes cast in favor of our Say-on-Pay proposal at last year’s annual meeting. This result, we believe, shows the strong alignment of our executive compensation program with stockholder interests. We also appreciate the feedback gained from our stockholder outreach. During fiscal 2022, our Chair of the Board and our Chair of the HR & Compensation Committee continued the open dialogue, reaching out to stockholders

EXECUTIVE COMPENSATION AND RELATED INFORMATION

representing approximately 40% of the Company’s outstanding shares and engaging with six of our largest stockholders. We gained feedback on a variety of topics including:

•

Our strategic planning amid geopolitical risks, supply chain challenges and intense competition for talent;

​

•

Our executive incentive plan design, including our approach to incorporating human capital advancement metrics within our ACIP; and

​

•

The continued focus on ESG, including Board composition, climate plans and diversity, equity and inclusion (DEI).

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PROGRAM OVERVIEW

Primary Compensation Components

Figure 1 is an overview of the primary components of our fiscal 2022 executive compensation program. In structuring our ACIP and PSU awards, the HR and Compensation Committee continued to use a variety of non-GAAP financial performance measures that support our business strategy. See Appendix A for definitions of the various performance measures.

Figure 1: Fiscal 2022 Executive Compensation Program Overview

Additional objectives of our executive compensation program include:

•

Competitive for the Business. The HR and Compensation Committee aims to set executive compensation at competitive levels to attract, motivate, engage and retain executive officers. We consider practices of peer companies as reference points for comparative purposes but do not set specific percentile objectives.

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•

Internally Fair and Equitable. The HR and Compensation Committee considers business and individual factors to evaluate internal fairness of compensation and monitors the internal compensation relationships among our executive officers. Predetermined formulas are not part of this evaluation.

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

•

High Standards for Governance and Compensation Risk Management. The HR and Compensation Committee has a comprehensive charter that provides for oversight of our executive compensation program and includes annually reviewing the amounts of all components of executive compensation, conducting a compensation risk assessment and reviewing advancement of DEI initiatives. The risk assessment also covers talent and compensation program risks for our non-executive employees. See the discussion of our risk-assessment process under the section “Compensation Risk Management” on page 58 for more details on our compensation-related corporate governance practices.

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We also have competitive health, welfare and retirement benefits that are generally structured in the same manner for all U.S. employees. A summary of these and several other benefits begins on page 51.

2022 Executive Compensation Program

Base Salaries

In September 2021, the HR and Compensation Committee approved the fiscal 2022 annual base salaries for our then-current executive officers. The HR and Compensation Committee did not increase the fiscal 2022 annual base salaries for any of our continuing NEOs because it determined that their base salary levels remained competitive to market.

Ms. Chaplin’s fiscal 2022 base salary was approved by the HR and Compensation Committee effective upon her joining the Company as General Counsel and Corporate Secretary in November 2021. Mr. Cathey’s fiscal 2022 base salary as Chief Commercial Officer was approved by the HR and Compensation Committee effective in May 2022, following Mr. Cathey’s promotion to that position. The HR and Compensation Committee set Ms. Chaplin’s and Mr. Cathey’s fiscal 2022 base salaries at amounts determined to be competitive to market for their positions.

The ending fiscal 2021 and fiscal 2022 annual base salaries for our NEOs are illustrated below in Figure 2.

Figure 2: NEO Base Salaries

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(1)

Ms. Chaplin joined the Company in fiscal 2022.

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(2)

Mr. Cathey was not an executive officer in fiscal 2021.

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Annual Cash Incentive Plan (ACIP)

2022 ACIP Structure. The overriding objective of the ACIP is to reward our executive officers for performance against annual financial objectives, as well as to reward human capital advancements. For fiscal 2022, the HR and Compensation Committee determined that annual cash compensation under the ACIP would be weighted 100% on annual operating performance measures (Adjusted Revenues and Adjusted Operating Income, as defined in Appendix A) with a non-financial performance measure (human capital advancements) modifier. The weightings for each measure were 50% Adjusted Revenues and 50% Adjusted Operating Income, and the modifier can adjust the payout by a multiple of 0.9 to 1.1. However, payouts of ACIP awards are capped at a maximum of 200% of target levels.

The funding range is zero to 200% and encompasses both upside reward and downside performance risk typical of peer practices. Each executive officer’s ACIP target is based on a percent-of-salary and is determined by the HR and Compensation Committee based on practices of our peer companies and individual considerations. For fiscal 2022, the target bonus for Mr. Palkhiwala was increased from 100% to 150% of his salary to reflect his strong performance and leadership. No other changes were made to the target bonuses of our continuing NEOs for fiscal 2022. The HR and Compensation Committee set Ms. Chaplin’s and Mr. Cathey’s fiscal 2022 ACIP target levels at 100% of their annual base salaries because it determined such levels were competitive to market and appropriate for their positions. The ACIP payout schedule for fiscal 2022 is set forth in Figure 3.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Figure 3: Fiscal 2022 ACIP Payout Schedule (1)

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(1)

Regardless of the level of achievement of the Financial and Non-Financial Objectives, in no event can the ACIP funding exceed 200% of the ACIP target award amount.

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(2)

Funding of the ACIP Financial Objectives between award levels interpolates linearly with the achievement of the financial objective.

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The HR and Compensation Committee has the authority to apply discretion to ACIP earned amounts based on feedback from other Board members, feedback from our CEO and other considerations. A summary of these factors is discussed in the “Process and Rationale for Executive Compensation Decisions” section beginning on page 54. Any such discretionary modifications would be incremental to the predefined adjustments to the Company’s GAAP financial results as defined in the ACIP. See Appendix A for a listing of predefined adjustments. No discretionary modifications were made by the HR and Compensation Committee in determining fiscal 2022 ACIP payouts.

Fiscal 2022 ACIP Earnings

Figure 4 shows the objectives and actual performance for Adjusted Revenues and Adjusted Operating Income and illustrates the following:

•

Financial performance was weighted 50% Adjusted Revenues and 50% Adjusted Operating Income.

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•

Non-financial performance was evaluated based on human capital advancements.

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•

Adjusted Revenues performance was 100.5% of target, Adjusted Operating Income performance was 107.3% of target and human capital advancements performance was 100% of target.

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•

As a result, our financial weighted performance was 103.9% ( (100.5% x 50%) + (107.3% x 50%) ) and our non-financial modifier was a multiple of 1.0, which translated into award funding of 119% based on the predefined formula in the 2022 ACIP.

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

Figure 4: Fiscal 2022 ACIP Objectives and Performance

Human Capital Advancements Performance

The 2022 ACIP is calculated using our non-financial performance measure as a modifier. The measure emphasizes and complements our strategy to reward performance in the area of human capital advancements. For fiscal 2022, the HR and Compensation Committee adopted a framework for human capital advancements that included supporting our 2025 DEI goals, workforce stability, executive diversity plans and our hybrid work transition.

The HR and Compensation Committee reviewed progress in these areas with management, including our Chief Diversity Officer, both during the fiscal year as well as in the first quarter of fiscal 2023, in connection with finalizing rewards for fiscal 2022. Given the performance in advancement of our 2025 DEI goals, executive leadership engagement on diversity goals and stability of the employee population, the HR and Compensation Committee determined that the Company met expectations and approved the non-financial performance modifier equal to x1.0.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Figure 5: Fiscal 2022 ACIP Target and Earned Amounts