QUALCOMM INC (QCOM)
Sector: Information Technology
2026 Annual Meeting Analysis
QUALCOMM INC · Meeting: March 17, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2020 with relevant technology and executive leadership experience; no overboarding, attendance, or TSR trigger concerns — QCOM's 3-year return of +72.2% trails the peer median by only 16.8pp, well below the 65pp threshold required to trigger a no vote.
CEO and director since 2021 with deep operational expertise in wireless semiconductors; TSR underperformance gap of 16.8pp is well below the 65pp trigger threshold for a strong-positive TSR company, and no other policy flags apply.
Director since 2018 with extensive automotive and operational executive experience relevant to Qualcomm's automotive growth strategy; holds two outside public board seats (Lam Research and Hertz), which is within the four-seat limit, and no TSR trigger applies.
Director since 2016 with strong financial expertise (designated audit committee financial expert) and relevant international operations experience; holds two outside public board seats, within policy limits, and the 3-year TSR gap of 16.8pp is far below the 65pp threshold.
Director since 2025 and therefore within the 24-month new-director exemption from the TSR trigger; brings highly relevant AI safety and machine learning expertise critical to Qualcomm's strategic direction.
Director since 2016 with strong technology industry and executive leadership experience; holds two outside public board seats (Samsara and Hewlett Packard Enterprise), within policy limits, and no TSR trigger applies.
Independent Chair since 2015 with deep cybersecurity and technology executive experience; holds two outside public board seats (Snowflake and Rubrik), within policy limits, and the 3-year TSR gap of 16.8pp is well below the 65pp threshold.
Director since 2020 with extensive CFO and financial expertise (designated audit committee financial expert); currently serves as CFO and COO of PayPal — as a sitting public-company executive officer she holds one outside board seat (Qualcomm), within the two-seat limit for sitting executives, and no TSR trigger applies.
Director since 2024 and within the 24-month new-director exemption from the TSR trigger; brings strong CFO and financial expertise as a designated audit committee financial expert.
Director since 2018 with extensive CEO and international operations experience; serves on no other public company boards and no TSR trigger applies given the 16.8pp gap is far below the 65pp threshold.
Director since 2020 with broad technology industry, international operations, and sustainability expertise; holds one outside public board seat (Schneider Electric as Chairman), within policy limits, and no TSR trigger applies.
All 11 director nominees pass policy screens. QCOM's 3-year price return of +72.2% is strong positive, and the company's underperformance versus the disclosed compensation peer group median is only 16.8 percentage points, well below the 65pp threshold required to trigger a no vote for strong-positive TSR companies. No directors are overboarded under policy limits, all attended at least 75% of meetings in fiscal 2025, the board discloses a skills matrix, audit committee members hold financial expert designations, and no familial relationships with senior management are identified among independent directors.
Say on Pay
✓ FORCEO
Cristiano R. Amon
Total Comp
$29,701,097
Prior Support
N/A
CEO Cristiano Amon received total compensation of approximately $29.7 million in fiscal 2025. For a large-cap technology company of Qualcomm's scale (~$197 billion market cap), this figure is within a reasonable range for a semiconductor/technology CEO, and the proxy discloses that roughly 90% of NEO target pay is variable and tied to financial or stock performance metrics, well above the 50-60% minimum threshold. The compensation program uses a balanced mix of performance metrics — annual cash incentives tied to revenues and operating income, plus three-year performance stock awards tied to relative total shareholder return and earnings per share — which are genuine long-term performance conditions rather than guaranteed pay. Qualcomm's 3-year stock return of +72.2% is solidly positive and the company's variable pay structure appears aligned with shareholder experience, with no policy triggers fired on pay level, pay mix, or pay-for-performance alignment.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
40 yrs
Audit Fees
$11,337,000
Non-Audit Fees
$1,707,000
PwC has audited Qualcomm continuously since the company commenced operations in 1985 — a relationship of approximately 40 years, which far exceeds the 25-year tenure threshold that triggers a no vote under our policy. While the non-audit fee ratio is well within acceptable limits (non-audit fees of $1,707,000 represent about 15% of audit fees of $11,337,000), the extremely long auditor tenure raises meaningful concerns about independence and whether PwC can maintain the professional skepticism needed to challenge management on complex accounting judgments. The audit committee's rationale for continued engagement — institutional knowledge and transition costs — does not constitute the specific and compelling justification (such as a disclosed multi-year rotation plan) required by policy to override a 25-year tenure trigger.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 6
Stockholder Proposal — Shareholder Ability to Call for a Special Shareholder Meeting
John Chevedden is a well-known individual governance activist whose proposals consistently focus on expanding shareholder rights — this is exactly the type of credible, non-ideological filer that policy directs us to take seriously. The proposal asks Qualcomm to allow shareholders owning as little as 10% of shares to call a special meeting, which is a straightforward governance improvement. While Qualcomm did adopt a special meeting right in December 2025 (responding to this very proposal), the threshold it chose — 25% — is significantly higher than the 10% requested and effectively means that no single institutional shareholder other than Vanguard (10.5%) could call a meeting on their own, and a group would need to assemble a very large coalition. A 10% threshold is a mainstream governance standard supported by many institutional investors and adopted by 17% of S&P 500 companies; the company's response is partial remediation that does not fully address the shareholder rights concern raised by the proposal, so continued support is warranted.
Proposal 7
Stockholder Proposal — Report on Risk of China Exposure
The proposal is submitted on behalf of TSET but is explicitly coordinated through Bowyer Research, Inc., a conservative advocacy organization that routinely files shareholder proposals at companies it views as having exposure to China or ESG-related concerns — this is an ideological filer, not a neutral fiduciary investor. Under our policy, proposals from ideological filers on either end of the political spectrum are voted against regardless of how the underlying issue is framed, because the proposals serve political rather than shareholder goals. Separately, even on the merits, Qualcomm already provides extensive China-risk disclosure in its SEC filings — including a detailed China-specific risk factor and 80 references to China in its most recent Annual Report — making the incremental value of a separately commissioned report low and the company's opposition argument credible.
Actual Vote Results
Meeting held March 17, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Jamie S. Miller | 99.6% | 747.6M | 3.0M | ✓ Elected |
| Marie Myers | 99.6% | 747.5M | 3.2M | ✓ Elected |
| Cristiano R. Amon | 99.6% | 747.4M | 3.2M | ✓ Elected |
| Mark Fields | 99.6% | 747.4M | 3.2M | ✓ Elected |
| Jean-Pascal Tricoire | 99.3% | 745.6M | 5.1M | ✓ Elected |
| Jeremy (Zico) Kolter | 99.2% | 744.7M | 5.9M | ✓ Elected |
| Mark D. McLaughlin | 98.8% | 741.9M | 8.7M | ✓ Elected |
| Sylvia Acevedo | 98.5% | 738.5M | 11.6M | ✓ Elected |
| Jeffrey W. Henderson | 95.0% | 712.7M | 37.7M | ✓ Elected |
| Ann M. Livermore | 92.9% | 696.9M | 53.2M | ✓ Elected |
| Irene B. Rosenfeld | 92.7% | 695.9M | 54.7M | ✓ Elected |
Say on Pay
For 686.4M · Against 61.7M · Abstain 3.6M
Auditor Ratification
For 837.2M · Against 71.9M · Abstain 1.9M
Other Proposals
Proposal 4
Approval, on an advisory basis, of the frequency of future advisory votes on our executive compensation
Proposal 5
Approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 24,000,000 shares
Proposal 6
Shareholder Ability to Call for a Special Shareholder Meeting
Proposal 7
Report on Risk of China Exposure
Overall Assessment
The 2026 Qualcomm annual meeting ballot is largely routine with FOR votes on the full director slate and say-on-pay, reflecting a strong-positive 3-year stock return and a well-structured performance-based compensation program; the principal exceptions are an AGAINST vote on PwC ratification due to a 40-year auditor tenure that far exceeds the policy threshold, a FOR vote on the Chevedden special meeting proposal because Qualcomm's adopted 25% threshold only partially addresses the shareholder rights concern, and an AGAINST vote on the China risk report proposal because it is coordinated by an ideological conservative advocacy organization.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing