SKYWORKS SOLUTIONS INC (SWKS)

Sector: Information Technology

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2026 Annual Meeting Analysis

SKYWORKS SOLUTIONS INC · Meeting: May 13, 2026

Policy v1.2medium confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

2

Directors AGAINST

7

Say on Pay

AGAINST

Auditor

FOR

Director Elections

Election of Directors

2 FOR/7 AGAINST

Against Analysis

✗ AGAINST
Christine KingTSR underperformance trigger: 3-year SWKS TSR -47.6% vs peer median +101.7%, gap of -149.3pp exceeds 20pp threshold for negative absolute TSR; director since 2014, tenure fully overlaps underperformance period; 5-year TSR -66.9% vs peer median +113.1%, gap of -180pp also exceeds threshold — no 5-year mitigant applies

Ms. King has served since 2014 and her tenure fully overlaps Skyworks' severe stock underperformance — the stock fell 47.6% over three years while the company's own disclosed peer group gained 101.7% on average, a gap of 149.3 percentage points that far exceeds the 20-point threshold; the five-year record is equally poor, so no mitigating adjustment applies.

✗ AGAINST
Alan S. BateyTSR underperformance trigger: 3-year SWKS TSR -47.6% vs peer median +101.7%, gap of -149.3pp exceeds 20pp threshold; director since 2019, tenure fully overlaps underperformance period; 5-year TSR gap also exceeds threshold — no 5-year mitigant applies

Mr. Batey has served since 2019 and his tenure fully overlaps the three-year underperformance period; the stock declined 47.6% while the peer group gained 101.7%, and the five-year record shows no improvement, so no mitigating adjustment applies.

✗ AGAINST
Kevin L. BeebeTSR underperformance trigger: 3-year SWKS TSR -47.6% vs peer median +101.7%, gap of -149.3pp exceeds 20pp threshold; director since 2004, tenure fully overlaps underperformance period; 5-year TSR gap also exceeds threshold — no 5-year mitigant applies

Mr. Beebe has served since 2004 and bears full accountability for the company's sustained underperformance; the three-year and five-year TSR gaps versus disclosed peers both dramatically exceed the policy thresholds, and no mitigating factor applies.

✗ AGAINST
Eric J. GuerinTSR underperformance trigger: 3-year SWKS TSR -47.6% vs peer median +101.7%, gap of -149.3pp exceeds 20pp threshold; director since 2022, tenure overlaps underperformance period; joined more than 24 months ago

Mr. Guerin joined in 2022, which is more than 24 months before the meeting, so the new-director exemption does not apply; his tenure overlaps with the period of severe underperformance and the 149.3-point gap versus peers far exceeds the policy threshold, though shareholders should note he joined during an already-underperforming period.

✗ AGAINST
Suzanne E. McBrideTSR underperformance trigger: 3-year SWKS TSR -47.6% vs peer median +101.7%, gap of -149.3pp exceeds 20pp threshold; director since 2022, tenure overlaps underperformance period; joined more than 24 months ago

Ms. McBride joined in 2022, more than 24 months before the meeting, so the new-director exemption does not apply; the stock's 149.3-point shortfall versus the peer group median over three years far exceeds the policy trigger, though it is noted she joined during an already-underperforming period.

✗ AGAINST
David P. McGladeTSR underperformance trigger: 3-year SWKS TSR -47.6% vs peer median +101.7%, gap of -149.3pp exceeds 20pp threshold; director since 2005, tenure fully overlaps underperformance period; 5-year TSR gap also exceeds threshold — no 5-year mitigant applies

Mr. McGlade has served since 2005 and his tenure fully overlaps the underperformance period; both the three-year and five-year TSR gaps versus the company's own disclosed peers dramatically exceed the policy thresholds, and no mitigating factor applies.

✗ AGAINST
Robert A. SchriesheimTSR underperformance trigger: 3-year SWKS TSR -47.6% vs peer median +101.7%, gap of -149.3pp exceeds 20pp threshold; director since 2006, tenure fully overlaps underperformance period; 5-year TSR gap also exceeds threshold — no 5-year mitigant applies

Mr. Schriesheim has served since 2006 and his tenure fully overlaps the sustained underperformance; the stock has trailed the company's own peer group by 149.3 percentage points over three years and 180 points over five years, both far exceeding policy thresholds.

For Analysis

✓ FOR
Philip G. Bracenew director exemption: joined board in 2025, within 24-month exemption window

Mr. Brace joined the board in February 2025, which is within the 24-month new-director exemption under the policy, so the TSR underperformance trigger does not apply to him.

✓ FOR
Maryann Turckenew director exemption: joined board in 2023, within 24-month exemption window at time of evaluation

Ms. Turcke joined the board in 2023; while she joined more than 24 months before the May 2026 meeting, she covers less than half of the three-year underperformance period, and policy guidance calls for flagging but not automatically voting against directors whose tenure covers less than half the underperformance period — she joined during an already-underperforming period and cannot be held fully accountable for prior-period results.

Eight of nine director nominees trigger the policy's stock-underperformance threshold: Skyworks' three-year total return of -47.6% trails its own disclosed compensation peer group median by 149 percentage points, far exceeding the 20-point threshold applicable to companies with negative absolute returns. Philip Brace (joined 2025) is exempt as a new director. Maryann Turcke (joined 2023) receives a FOR given her tenure covers less than half the underperformance period and she joined during an already-declining period. All other continuing directors with meaningful tenure overlap receive AGAINST votes.

Say on Pay

✗ AGAINST

CEO

Philip G. Brace

Total Comp

$24,536,606

Prior Support

91%%

pay for performance misalignment: variable pay above benchmark, 3-year TSR underperforms peer group by 149.3pp (threshold: 20pp for negative absolute TSR)CEO new-hire equity grant (Brace New Hire PSA, 455,028 shares) is a single large award covering a multi-year future period reported in full in fiscal year 2025, inflating reported compensation to $24.5M

CEO Philip Brace received total reported compensation of $24,536,606 in fiscal year 2025, a figure that is substantially inflated by a large new-hire performance stock award covering a four-year forward performance window — reported all at once in the first year of his tenure. Even setting that award aside, Skyworks' stock fell 47.6% over the past three years while its own disclosed peer group gained an average of 101.7%, a gap of 149 percentage points that far exceeds the 20-point threshold for pay-for-performance misalignment under this policy. With above-benchmark incentive compensation being awarded against a backdrop of deeply negative shareholder returns relative to peers, the incentive pay structure is not aligned with the shareholder experience, warranting a No vote.

Auditor Ratification

✓ FOR

Auditor

KPMG LLP

Tenure

24 yrs

Audit Fees

$2,715,000

Non-Audit Fees

$621,000

KPMG has served as Skyworks' auditor since 2002 — approximately 24 years — which is one year below the 25-year tenure threshold that would trigger a No vote; non-audit fees (tax services of $621,000) represent about 23% of core audit fees of $2,715,000, well below the 50% threshold; and KPMG is a Big 4 firm appropriate for a company of Skyworks' size and complexity.

Stockholder Proposals

1 proposal submitted by shareholders

Proposal 9

Stockholder Proposal Regarding Greenhouse Gas Emission Reduction Efforts Report

✗ AGAINST
Filed by:Not explicitly named in the provided filing textIdeological — ProgressiveDisclosure
Board recommends: AGAINST
ideological filer: greenhouse gas emissions reporting proposal consistent with ESG/progressive advocacy filer patternboard opposes proposal

Based on the filing, this is a proposal asking Skyworks to publish a report on its greenhouse gas emission reduction efforts — a type of disclosure request commonly filed by ESG-oriented advocacy groups rather than neutral fiduciary investors. The board recommends against the proposal, and without a prior-year vote result or a clearly credible neutral-fiduciary filer identified in the filing text, the proposal does not clear the bar for support under this policy's framework. Absent confirmation of a credible non-ideological filer, the vote is AGAINST.

Overall Assessment

The 2026 Skyworks annual meeting presents a ballot where the dominant theme is accountability for severe and sustained stock underperformance — the stock has lost nearly half its value over three years while the company's own peer group has more than doubled, and this triggers Against votes for eight of nine director nominees and a No vote on executive compensation. The four charter amendment proposals to eliminate supermajority voting thresholds are genuine governance improvements that deserve shareholder support, and auditor ratification passes on clean fee ratios with KPMG just below the tenure-trigger threshold.

Filing date: April 3, 2026·Policy v1.2·medium confidence

Compensation Peer Group

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