DEF: Qualcomm Sets 2026 Annual Meeting, Seeks Shareholder Approvals

Qualcomm announces its 2026 Annual Meeting of Stockholders, seeking approval for director elections, auditor ratification, executive compensation, and an increase in its long-term incentive plan share reserve.

Summary

• The 2026 Annual Meeting of Stockholders will be held virtually on Tuesday, March 17, 2026, at 8:30 a.m. Pacific Time.
• Shareholders will vote on the election of 11 directors, the ratification of PricewaterhouseCoopers LLP as independent public accountants for fiscal year ending September 27, 2026, and an advisory vote on named executive officer compensation for fiscal 2025.
• An advisory vote on the frequency of future executive compensation votes is also on the agenda, with the Board recommending an annual (1 year) frequency.
• Shareholders are asked to approve the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, which includes an increase in the share reserve by 24,000,000 shares.
• Two shareholder proposals will be voted on: one regarding 'Shareholder Ability to Call for a Special Shareholder Meeting' and another on 'Report on Risk of China Exposure,' both of which the Board recommends voting AGAINST.
• For fiscal 2025, the company reported GAAP revenues of $44.3 billion and Non-GAAP revenues of $44.1 billion.
• GAAP diluted earnings per share (EPS) for fiscal 2025 was $5.01, while Non-GAAP diluted EPS was $12.03.
• The company generated a record operating cash flow of $14.0 billion during fiscal 2025.
• The Annual Cash Incentive Plan (ACIP) for fiscal 2025 resulted in a 118% payout, reflecting above-target financial achievement.
• Performance Stock Units (PSUs) with a performance period ending in fiscal 2025 were earned at 66% of target, with Relative Total Stockholder Return (RTSR) PSUs at 73% of target and Adjusted EPS PSUs at 60% of target.
• As of December 15, 2025, 39,222,624 shares remained available for grant under the current 2023 Long-Term Incentive Plan.

Sentiment

Score: 8

Explanation: The filing highlights strong financial performance, strategic growth in key areas like automotive and IoT, and robust corporate governance. While there are noted risks related to China exposure and a significant GAAP tax charge, the overall tone is positive, emphasizing successful execution and shareholder returns. The company is actively managing its talent and long-term incentives.

Positives

• Delivered 14% growth in total company revenues for fiscal 2025.
• Achieved record QCT revenues, validating the company's diversification strategy and progress towards long-term targets.
• Combined QCT Automotive and IoT revenues grew 27% year-over-year.
• Returned $12.6 billion to stockholders in fiscal 2025, including $8.8 billion in stock repurchases and $3.8 billion in dividends.
• The fiscal 2025 Annual Cash Incentive Plan (ACIP) payout was 118% of target, reflecting higher financial achievement against budgeted financials.
• Successfully introduced the Snapdragon 8 Elite Gen 5 Mobile Platform and Snapdragon X2 Elite/X2 Elite Extreme for laptops, demonstrating innovation in mobile processors.
• Experienced growth in Personal AI with leading OEMs announcing new Snapdragon-powered devices, including Meta's Ray-Ban Meta 2nd Gen glasses and Samsung's Galaxy XR headset.
• Completed strategic acquisitions, such as Alphawave IP Group plc, to enhance offerings in high-speed wired connectivity and compute technologies for data centers, AI, data networking, and data storage.
• Entered the data center business with HUMAIN as the first customer for next-generation AI inference-optimized solutions.
• Launched Snapdragon Ride Pilot, the first full-system solution for L2+ automated driving, developed in collaboration with BMW.
• Received strong stockholder support for the Say-on-Pay proposal in 2025, with 89% of votes cast in favor.
• Maintains robust corporate governance practices, including annual director elections, majority voting, an independent Board Chair, proxy access bylaws, and annual Say-on-Pay votes.
• All named executive officers (NEOs) met their stock ownership guidelines as of December 15, 2025.

Negatives

• Fiscal 2025 GAAP results included a $5.7 billion non-cash charge to income tax expense due to establishing a valuation allowance, resulting from the One Big Beautiful Bill Act enacted on July 4, 2025.
• Performance Stock Units (PSUs) with a performance period ending in fiscal 2025 were earned at 66% of target, indicating underperformance against the full target.
• Relative Total Stockholder Return (RTSR) PSUs were earned at 73% of target, reflecting a 44th percentile TSR performance versus the NASDAQ-100, below the 55th percentile target.
• Adjusted Earnings Per Share (EPS) PSUs were earned at 60% of target, with an actual performance of $9.98 against a target of $11.35.
• The Board recommends AGAINST a shareholder proposal to lower the threshold for calling special meetings to 10%, citing risks of misuse by a small group of stockholders and potential waste of corporate resources.
• The Board recommends AGAINST a shareholder proposal for a report on China exposure, stating that existing disclosures are sufficient and a new report would be an unnecessary use of company resources.

Risks

• Significant portion of revenues derived from Chinese OEMs and non-Chinese OEMs selling into China, with risks exacerbated by U.S./China trade and national security tensions.
• Reliance on Chinese suppliers for certain critical integrated circuit products.
• Potential for Chinese government policies prioritizing semiconductor self-sufficiency to lead customers to develop their own products or use competitors'.
• U.S. or Chinese government actions (e.g., tariffs, bans, restricted entity lists) could limit or prevent transactions with Chinese customers/suppliers or increase costs.
• Revocation of the export license for 4G and certain other integrated circuit products to Huawei in May 2024 is expected to eliminate future product revenues from Huawei.
• Risk of customers vertically integrating by developing their own integrated circuit products, potentially reducing demand for the company's products.
• Government policies in China regulating fund outflow could impact the timing or ability to receive payments from Chinese customers and licensees.
• Operating in the highly cyclical semiconductor industry, which is subject to significant downturns, rapid technological change, and intense competition.
• Geopolitical conflicts, natural disasters, pandemics, and other factors outside of the company's control could significantly disrupt business operations.
• Potential for adverse impact from, or failure to comply with, various existing, new, or amended laws, regulations, policies, or standards.
• If the proposed increase in the Long-Term Incentive Plan share reserve is not approved, the company may be severely limited in its ability to attract and retain critical employees or may be forced to significantly increase cash compensation, adversely impacting business and financial results.

Future Outlook

The company anticipates that the increased share reserve under the Restated 2023 Long-Term Incentive Plan, if approved, would allow it to maintain its regular equity compensation program without interruption until 2027 and potentially until 2028. The favorable impact on the tax provision from R&D capitalization and amortization is not expected to continue in future periods due to the One Big Beautiful Bill Act. The company will continue to monitor global trade policies, including tariffs and related trade actions by the U.S. and China, and their potential impact. No further product revenues are expected from Huawei following the revocation of its export license.

Management Comments

• "We believe that the virtual meeting format facilitates stockholder attendance and participation by allowing stockholders to participate fully from any location, while reducing the costs to stockholders and the Company associated with an in-person meeting." Cristiano R. Amon, President and Chief Executive Officer.
• "Your vote is very important to us. I encourage you to vote as our Board of Directors has recommended." Cristiano R. Amon, President and Chief Executive Officer.
• "Our strong financial performance in fiscal 2025 was driven by growth in automotive and IoT, and continued traction of our Snapdragon mobile platforms across leading smartphones. This performance further validates our diversification strategy and confidence in achieving our long-term targets." HR and Compensation Committee.
• "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." Company statement regarding equity usage.

Industry Context

The company operates in the highly competitive wireless telecommunications industry, with significant expansion into adjacent high-growth markets such as automotive, IoT, and data centers, leveraging its Snapdragon platforms and AI capabilities. The semiconductor industry, in which the company is a key player, is characterized by rapid technological change and cyclicality. Geopolitical tensions, particularly between the U.S. and China, are a critical external factor influencing global trade, supply chains, and market access for technology companies.

Comparison to Industry Standards

• The executive compensation program is market-based and designed to be competitive with peer companies, using a peer group for competitive analyses and NASDAQ-100 for Relative Total Stockholder Return (RTSR) PSUs.
• The company's 25% stockholder special meeting ownership threshold is aligned with practices of S&P 500 companies, with 25% or higher being the most common threshold among those providing the right, contrasting with the 10% threshold proposed by a shareholder.
• Corporate governance policies, including annual director elections, majority voting in uncontested elections, an independent Board Chair, proxy access bylaws, annual Say-on-Pay votes, no supermajority voting provisions, and no poison pill, are presented as consistent with best practices.

Management Changes

Corporate Governance

Legal Proceedings

• The U.S. Department of Commerce revoked the export license under which the company previously sold 4G and certain other integrated circuit products to Huawei in May 2024, impacting future product revenues.

Related Party Transactions

• Cristiano R. Amon, President and Chief Executive Officer, is the brother of Rogerio Amon, who serves as Vice President, Program Management, Qualcomm Technologies, Inc. In fiscal 2025, Rogerio Amon earned $329,708 in base salary, $176,718 in cash incentives, and received restricted stock unit awards with an aggregate grant date fair value of $664,425. His compensation is consistent with standard practices for employees of similar responsibility levels.

Stakeholder Impact

• **Shareholders**: Directly impacted by voting on key proposals, including director elections, executive compensation, and the Long-Term Incentive Plan. Benefit from strong financial performance, stock repurchases, and dividends. Face risks related to China exposure and potential misuse of special meeting rights.
• **Employees**: Benefit from competitive compensation, including equity awards designed for talent acquisition, retention, and motivation. Human capital advancements are a key performance metric in incentive plans.
• **Customers**: Benefit from new product introductions and technological advancements in mobile, automotive, IoT, and data center solutions. May be impacted by trade restrictions or competition from vertically integrating OEMs.
• **Suppliers**: Potential impact from U.S. or Chinese government actions that could limit or prohibit obtaining critical integrated circuit products or manufacturing services from Chinese or Chinese-affiliated suppliers.
• **Management**: Compensation is tied to financial and non-financial performance, aligning interests with shareholders. Subject to robust corporate governance and risk management oversight.

Next Steps

• Stockholders will vote on the proposals at the Annual Meeting on March 17, 2026.
• The company will publicly disclose the voting results of the Annual Meeting within four business days by filing a Current Report on Form 8-K.
• A replay and transcript of the Annual Meeting, including the question and answer session, as well as final voting results, will be posted on the company's Investor Relations website.
• The HR and Compensation Committee will consider the outcome of the Say-on-Pay vote when making future compensation decisions.
• The Board expects to seek stockholder input regarding the frequency of the Say-on-Pay vote again in 2032.
• If the Restated 2023 Long-Term Incentive Plan is approved, the additional shares are anticipated to maintain the regular equity compensation program without interruption until 2027 and potentially until 2028.
• The Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP if stockholders fail to ratify their selection.

Key Dates

Recommendation

The company demonstrates strong financial performance in fiscal 2025, driven by strategic diversification into high-growth areas like automotive and IoT, alongside continued strength in mobile. The commitment to returning capital to shareholders through significant repurchases and dividends is positive. However, the filing also highlights substantial geopolitical and regulatory risks related to China exposure, which could materially impact future revenues and operations. While management is addressing these, the inherent uncertainties warrant a cautious 'hold' stance, balancing strong operational execution with significant external headwinds. The underperformance of PSUs against target also suggests some challenges in meeting internal performance goals.

Keywords

Qualcomm, QCOM, Proxy Statement, Annual Meeting, Executive Compensation, Long-Term Incentive Plan, Share Reserve, Semiconductors, Wireless Technology, AI, IoT, Automotive, Financial Performance, Revenue Growth, EPS, Operating Cash Flow, Shareholder Proposals, China Exposure, Risk Management, Director Elections, Auditor Ratification, Corporate Governance, Snapdragon, Acquisitions, Dividends, Stock Repurchases