Date of Report (Date of earliest event reported): April 6, 2023
Broadcom Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-38449
35-2617337
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
1320 Ridder Park Drive
San Jose,
California
95131-2313
(Address of principal executive offices including zip code)
(408)
433-8000
( Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $0.001 par value
AVGO
The NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As described in Item 5.07 below, at the 2023 Annual Meeting of Stockholders on April 3, 2023 (the “2023 Annual Meeting”), the stockholders of Broadcom Inc. (“Broadcom”) approved the amendment and restatement of the 2012 Stock Incentive Plan (the “2012 Plan”). The Board of Directors of Broadcom had previously approved the 2012 Plan on February 6, 2023, subject to stockholder approval. All executive officers of Broadcom are eligible to participate in the 2012 Plan.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting, the Broadcom stockholders voted on the following matters and cast their votes as set forth below:
(1)The nine nominees were elected to serve as directors of Broadcom until the next annual meeting of stockholders or until their successors have been elected:
Name
For
Against
Abstain
Broker Non-Votes
Diane M. Bryant
305,968,175
32,990,597
185,578
33,995,313
Gayla J. Delly
335,250,160
3,712,380
181,810
33,995,313
Raul J. Fernandez
335,050,222
3,892,636
201,492
33,995,313
Eddy W. Hartenstein
270,500,911
68,445,897
197,542
33,995,313
Check Kian Low
302,879,425
36,075,842
189,083
33,995,313
Justine F. Page
337,145,694
1,821,578
177,078
33,995,313
Henry Samueli, Ph.D.
331,420,390
7,565,207
158,753
33,995,313
Hock E. Tan
338,356,295
647,634
140,421
33,995,313
Harry L. You
206,154,557
132,804,793
185,000
33,995,313
(2)A proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Broadcom for the fiscal year ending October 29, 2023 was approved:
For
Against
Abstain
Broker Non-Votes
368,187,655
4,664,492
287,516
0
(3)A proposal to approve an amendment and restatement of the 2012 Stock Incentive Plan was approved:
For
Against
Abstain
Broker Non-Votes
243,920,225
93,648,191
1,575,934
33,995,313
(4)An advisory vote to approve the named executive officer compensation was not approved:
For
Against
Abstain
Broker Non-Votes
109,116,393
228,382,090
1,645,867
33,995,313
(5)A majority of stockholders voted for 1 Year on an advisory vote on the frequency of the advisory vote on named executive officer compensation:
1 year
2 years
3 years
Abstain
Broker Non-Votes
333,255,177
266,327
4,041,121
1,581,725
33,995,313
Based on these results, and consistent with Broadcom’s recommendation and past practice, Broadcom will continue to hold an advisory vote on named executive officer compensation annually.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 6, 2023
Broadcom Inc.
By: /s/ Kirsten M. Spears Name: Kirsten M. Spears Title: Chief Financial Officer and Chief Accounting Officer