QCOM 3.4.14 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

March 4, 2014
Date of Report (Date of earliest event reported)
 
QUALCOMM Incorporated
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)

000-19528
 
95-3685934
(Commission File Number)
 
(IRS Employer Identification No.)

5775 Morehouse Drive, San Diego, CA
 
92121
(Address of principal executive offices)
 
(Zip Code)

858-587-1121
(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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2014, the Board of Directors of QUALCOMM Incorporated (the “Company”) appointed Derek K. Aberle to serve as the Company’s President, replacing Steven M. Mollenkopf, who will continue to serve as the Company’s Chief Executive Officer.

Mr. Aberle has worked for the Company for over 13 years in various positions of increasing responsibility, most recently serving as Executive Vice President and Group President. Additional information regarding Mr. Aberle’s previous business experience is contained in Part I, Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2013 under the heading “Executive Officers” and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2014 Annual Meeting of Stockholders on March 4, 2014 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered four proposals, each of which is described briefly below and in more detail in the Company’s definitive proxy statement dated January 16, 2014. The final voting results for each proposal are set forth below.

Proposal 1:
To elect 14 directors to hold office until the 2015 annual meeting of stockholders:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
 
 
 
 
 
 
 
 
Barbara T. Alexander
1,160,646,825
 
26,411,519
 
797,844
 
240,687,889
Donald G. Cruickshank
1,169,751,877
 
17,291,155
 
813,156
 
240,687,889
Raymond V. Dittamore
1,160,962,635
 
26,057,491
 
836,062
 
240,687,889
Susan Hockfield
1,164,134,930
 
22,957,322
 
763,936
 
240,687,889
Thomas W. Horton
1,170,083,153
 
16,970,774
 
802,261
 
240,687,889
Paul E. Jacobs
1,164,440,861
 
22,663,641
 
751,686
 
240,687,889
Sherry Lansing
1,169,666,405
 
17,388,839
 
800,944
 
240,687,889
Steven M. Mollenkopf
1,179,393,625
 
7,722,903
 
739,660
 
240,687,889
Duane A. Nelles
1,163,812,255
 
23,228,252
 
815,681
 
240,687,889
Clark T. Randt, Jr.
1,181,151,365
 
5,902,639
 
802,184
 
240,687,889
Francisco Ros
1,168,702,850
 
18,359,103
 
794,235
 
240,687,889
Jonathan J. Rubinstein
1,182,279,278
 
4,797,357
 
779,553
 
240,687,889
Brent Scowcroft
1,161,379,943
 
25,629,488
 
846,757
 
240,687,889
Marc I. Stern
1,159,416,972
 
27,637,694
 
801,522
 
240,687,889

Each of the foregoing nominees was elected and each received affirmative votes from more than a majority of the votes cast.

Proposal 2:
To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the Company’s fiscal year ending September 28, 2014:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
 
 
 
 
 
 
 
1,408,484,736
 
18,468,361
 
1,590,980
 
—

The foregoing proposal was approved.





Proposal 3:
Advisory vote on executive compensation:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
 
 
 
 
 
 
 
1,123,898,795
 
52,439,119
 
11,518,274
 
240,687,889

The foregoing advisory vote was approved.

Proposal 4:
Advisory vote on the frequency of future advisory votes on executive compensation:
1 YEAR
 
2 YEARS
 
3 YEARS
 
ABSTAIN
 
BROKER
NON-VOTES
 
 
 
 
 
 
 
 
 
1,081,908,584
 
1,909,488
 
101,953,522
 
2,084,594
 
240,687,889

Stockholders approved holding future advisory votes on executive compensation annually.




SIGNATURES
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.

 
 
QUALCOMM Incorporated
 
 
 
 
 
 
 
 
 
 
 
 
Date:
March 10, 2014
By:
/s/ Daniel L. Sullivan
 
 
 
Daniel L. Sullivan,
 
 
 
Executive Vice President, Human Resources