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TABLE OF CONTENTS
EXECUTIVE COMPENSATION AND RELATED INFORMATION

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

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Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

QUALCOMM INCORPORATED

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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January 23, 2020

Dear Fellow Stockholder:

You are cordially invited to attend Qualcomm's 2020 Annual Meeting of Stockholders (Annual Meeting) on Tuesday, March 10, 2020. The meeting will begin promptly at 9:30 a.m. Pacific Time at the Irwin M. Jacobs Qualcomm Hall, 5775 Morehouse Drive, San Diego, California 92121. I invite you to arrive early at 8:30 a.m. to preview our product displays. We will begin the Annual Meeting with a discussion and vote on the matters set forth in the Notice of Annual Meeting of Stockholders, followed by a presentation on Qualcomm's fiscal 2019 performance.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. As an alternative to voting in person at the Annual Meeting, you may vote via the Internet, by telephone, or if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure your representation at the Annual Meeting.

Your vote is very important to us. I urge you to vote as our Board of Directors recommends.

Thank you for your support and continued interest in Qualcomm. I look forward to seeing you in San Diego at the Irwin M. Jacobs Qualcomm Hall on Tuesday, March 10, 2020.


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Sincerely,

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Steve Mollenkopf
Chief Executive Officer

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5775 Morehouse Drive
San Diego, California 92121-1714


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On March 10, 2020

To the Stockholders of QUALCOMM Incorporated:

NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders (Annual Meeting) of QUALCOMM Incorporated, a Delaware corporation (Company), will be held at the Irwin M. Jacobs Qualcomm Hall, 5775 Morehouse Drive, San Diego, California 92121, on Tuesday, March 10, 2020 at 9:30 a.m. Pacific Time for the following purposes:

To elect 10 directors to hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified.

To ratify the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 27, 2020.

To approve the amended and restated 2016 Long-Term Incentive Plan, including an increase in the share reserve by 74,500,000 shares.

To approve, on an advisory basis, our executive compensation.

To approve, on an advisory basis, the frequency of future advisory votes on our executive compensation.

To transact such other business as may properly come before stockholders at the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on January 13, 2020 as the Record Date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof.

    By Order of the Board of Directors,

 

 

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Donald J. Rosenberg
Executive Vice President,
General Counsel and Corporate Secretary

San Diego, California
January 23, 2020

 

 

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LETTER TO STOCKHOLDERS    

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

 

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i

PROXY OVERVIEW

 

1
2020 Annual Meeting of Stockholders   1
Voting Matters and Board Recommendations   1
Director Nominees   2

PROXY STATEMENT

 

3
Meeting Information   3
Voting Rights and Outstanding Shares   3
Notice of Internet Availability of Proxy Materials   3
Voting Methods   3
How Your Shares Will Be Voted   4
Voting Results   4
Broker Non-Votes   4
Determination of Quorum   5
Revocability of Proxies   5
Proxy Solicitation   5
Stockholder Proposals   5
Householding   5
Financial Information   6
Performance Measurement Comparison of Stockholder Return   6
Corporate Directory   6

CORPORATE GOVERNANCE

 

7
Code of Ethics and Corporate Governance Principles and Practices   7
Board Leadership Structure   7
Board Meetings, Committees and Attendance   8
Board's Role in Risk Oversight   10
Director Nominations   10
Majority Voting   11
Stock Ownership Guidelines   12
Communications with Directors   12
Annual Meeting Attendance   12
Director Independence   12
Employee, Officer and Director Hedging   12

PROPOSAL 1: ELECTION OF DIRECTORS

 

14
Election of Directors   14
Nominees for Election   14
Required Vote and Board Recommendation   18

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

 

19
Fees for Professional Services   19
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Public Accountants   19
Representation from PricewaterhouseCoopers LLP at the Annual Meeting   20
Required Vote and Board Recommendation   20

PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN INCLUDING AN INCREASE IN THE SHARE RESERVE BY 74,500,000 SHARES

 

21
Factors Regarding Our Equity Usage & Needs   21

Key Features of the 2016 LTIP   21
Historical Award Information   22
Summary of the 2016 LTIP   22
Equity Compensation Plan Information   32
Required Vote and Board Recommendation   32

PROPOSAL 4: ADVISORY VOTE FOR APPROVAL OF OUR EXECUTIVE COMPENSATION

 

34
Compensation Program Best Practices   34
Effect of this Resolution   34
Required Vote and Board Recommendation   34

PROPOSAL 5: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

 

36
Required Vote and Board Recommendation   36

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

37
Compensation Committee Interlocks and Insider Participation   38

CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS

 

39

HR AND COMPENSATION COMMITTEE REPORT

 

40

EXECUTIVE COMPENSATION AND RELATED INFORMATION

 

41

COMPENSATION DISCUSSION AND ANALYSIS

 

41
Executive Summary   41
Our NEOs for Fiscal 2019   44
Program Overview   46
Other Compensation Components   52
Process and Rationale for Executive Compensation Decisions   53
Compensation Program Best Practices   57

COMPENSATION RISK MANAGEMENT

 

58

COMPENSATION TABLES AND NARRATIVE DISCLOSURES

 

59
Summary Compensation Table   59
All Other Compensation   60
Grants of Plan-Based Awards   61
Outstanding Equity Awards at Fiscal Year End   62
Option Exercises and Stock Vested During Fiscal 2019   64
Nonqualified Deferred Compensation   64
Potential Post-Employment Payments   65
CEO Pay Ratio   69

DIRECTOR COMPENSATION

 

70

AUDIT COMMITTEE REPORT

 

73

OTHER MATTERS

 

75

APPENDIX A: Financial Information

 

A-1

APPENDIX B: Performance Measurement Comparison of Stockholder Return

 

B-1

APPENDIX C: Corporate Directory

 

C-1

APPENDIX D: Performance Measures

 

D-1

APPENDIX E: Reconciliation of Non-GAAP Measures to GAAP Results

 

E-1

APPENDIX F: Amended and Restated 2016 Long-Term Incentive Plan

 

F-1

2020 PROXY STATEMENT

 

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PROXY OVERVIEW

This proxy overview is a summary of information that you will find throughout this proxy statement. As this is only an overview, we encourage you to read the entire proxy statement for more information about these topics prior to voting.

2020 ANNUAL MEETING OF STOCKHOLDERS (ANNUAL MEETING)

Date and Time
  Location
  Record Date
GRAPHIC   March 10, 2020
9:30 a.m. Pacific Time
  GRAPHIC   Irwin M. Jacobs Qualcomm Hall
5775 Morehouse Drive
San Diego, California 92121
  GRAPHIC   January 13, 2020

DATE OF FIRST DISTRIBUTION OF PROXY MATERIALS IS JANUARY 23, 2020

Voting

Stockholders of record as of the Record Date may vote via the Internet at www.proxyvote.com; by telephone at 1-800-690-6903; by completing and returning their proxy card; or in person at the Annual Meeting (see "Voting Methods" section on page 3).


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In person
at the Annual
Meeting
By telephone at
1 (800) 690-6903
Over the Internet at
www.proxyvote.com
By mailing your
completed proxy card
in the envelope
provided
By scanning the
QR code with your
mobile device

 


 


 


 


 

Voting Matters and Board Recommendations

The Board of Directors unanimously recommends that you vote as follows:

Proposal
 
Board
Recommendation

 
Page
Reference

PROPOSAL 1: Election of Directors   GRAPHIC FOR
each Nominee
  14
PROPOSAL 2: Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 27, 2020   GRAPHIC FOR   19
PROPOSAL 3: Approval of the amended and restated 2016 Long-Term Incentive Plan, including an increase in the share reserve by 74,500,000 shares.   GRAPHIC FOR   21
PROPOSAL 4: Approval, on an advisory basis, of our executive compensation   GRAPHIC FOR   34
PROPOSAL 5: Approval, on an advisory basis, of the frequency of future advisory votes on our executive compensation   GRAPHIC ANNUAL   36

2020 PROXY STATEMENT

 

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Director Nominees (See page 14)

    Name
Age
Director
Since


Occupation / Experience
Independent
    Mark Fields   58   2018   Current: Senior Advisor at TPG Capital LP. Prior experience includes serving as President and CEO of Ford Motor Company.  


    

   
    Jeffrey W. Henderson   55   2016   Current: Director of Halozyme Therapeutics, Inc., FibroGen, Inc., and Becton, Dickinson and Company. Prior experience includes serving as CFO of Cardinal Health Inc.  


    


 
    Ann M. Livermore   61   2016   Current: Director of Hewlett Packard Enterprise Company and United Parcel Services. Prior experience includes serving as Executive Vice President of the Enterprise Business at Hewlett-Packard Company.  


    

   
    Harish Manwani   66   2014   Current: Senior Operating Partner for The Blackstone Group. Prior experience includes serving as COO of Unilever PLC.  


    


 
    Mark D. McLaughlin(1)   54   2015   Current: Vice Chairman of the Board of Palo Alto Networks, Inc. Prior experience includes serving as Chairman of the Board and CEO of Palo Alto Networks, Inc. and President and CEO of VeriSign,  Inc.  


    

   
    Steve Mollenkopf   51   2013   Current: CEO of Qualcomm Incorporated.  
    

 
    Clark T. Randt, Jr.   74   2013   Current: President of Randt & Co. LLC. Prior experience includes serving as U.S. Ambassador to the People's Republic of China and as a partner at Shearman & Sterling, an international law firm.  


    

   
    Irene B. Rosenfeld   66   2018   Current: Director of Conyers Park II Acquisition Corp. Prior experience includes Chairman and CEO of Mondelēz International, Inc., Chairman and CEO of Frito-Lay and President of Kraft Foods North America.  


    


 
    Kornelis "Neil" Smit   61   2018   Current: Vice Chairman of Comcast Corporation. Prior experience includes serving as President and CEO of Comcast Cable Communications.  


    

   
    Anthony J. Vinciquerra   65   2015   Current: Chairman of the Board and CEO of Sony Pictures Entertainment Inc. Prior experience includes serving as the President and CEO of FOX Networks Group.  


    


 
(1)
Chair of the Board

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PROXY STATEMENT

In this document, the words "Qualcomm," "the Company," "we," "our," "ours" and "us" refer only to QUALCOMM Incorporated, a Delaware corporation, and its consolidated subsidiaries and not to any other person or entity.

MEETING INFORMATION

The Board of Directors (Board) of QUALCOMM Incorporated is soliciting your proxy for use at the Company's 2020 Annual Meeting of Stockholders (Annual Meeting) to be held on Tuesday, March 10, 2020, at 9:30 a.m. Pacific Time and at any adjournment or postponement thereof. Admission to the meeting is restricted to stockholders of record as of January 13, 2020 (Record Date) and/or their designated representatives. All stockholders will be required to show valid picture identification. If your shares are in the name of your bank, broker or other holder of record, you will also need to bring evidence of your stock ownership, such as your most recent brokerage account statement or a copy of your voting instruction form. For security purposes, packages and bags may be inspected and you may be required to check these items. Please arrive early enough to allow yourself adequate time to clear security.

VOTING RIGHTS AND OUTSTANDING SHARES

Only holders of record of common stock at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, we had 1,142,326,091 shares of common stock outstanding and entitled to vote. Each holder of record of common stock on the Record Date will be entitled to one vote for each share held on all matters to be voted upon. If you do not provide voting instruction on your proxy, your shares will be voted as described in the section "How Your Shares Will Be Voted" below. All votes will be counted by an independent inspector of election appointed for the Annual Meeting (Inspector of Election).

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

We are furnishing proxy materials to our stockholders primarily via the Internet under rules adopted by the U.S. Securities and Exchange Commission (SEC), instead of mailing printed copies of those materials to each stockholder. On January 23, 2020, we commenced mailing to our stockholders (other than those who previously requested electronic delivery or a full set of printed proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including this proxy statement. The Notice of Internet Availability of Proxy Materials also provides instructions on how to access your proxy card to vote via the Internet.

This process is designed to expedite stockholders' receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources. If you received the Notice of Internet Availability of Proxy Materials and would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials electronically (via email) unless you elect otherwise.

This proxy statement and our Annual Report on Form 10-K for fiscal year 2019 are available at http://www.qualcomm.com.

VOTING METHODS

If you are a stockholder with shares registered in your name, you may vote by one of the following four options depending on the method of delivery by which you received the proxy materials:

Vote via the Internet.  Go to the web address http://www.proxyvote.com and follow the instructions for Internet voting shown on the proxy card or the Notice of Internet Availability of Proxy Materials mailed to you or the instructions that you received by email.

Vote by Telephone.  Dial 1-800-690-6903 and follow the instructions for telephone voting shown on the proxy card or the Notice of Internet Availability of Proxy Materials mailed to you or the instructions that you received by email.

Vote by Mail.  Complete, sign, date and mail the proxy card in the envelope provided. If you vote via the Internet or by telephone, please do not mail your proxy card.

Vote in Person.  Complete, sign and date a ballot at the Annual Meeting.

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Vote by Scanning the QR code.  Scan the QR code provided on your proxy card or the Notice of Internet Availability of Proxy Materials mailed to you with your mobile device.

Even if you plan to attend the Annual Meeting in person, we encourage you to vote your shares in advance via the Internet, by telephone or by mailing in your proxy card.

If your shares are held by a bank, broker or other holder of record, in nominee name or otherwise, exercising fiduciary powers, you are the beneficial owner of those shares, which are commonly referred to as being held in "street name." Most individual stockholders hold their shares in street name. If you are a beneficial owner, please follow the instructions you receive from your bank, broker or other holder of record. You may need to contact your bank, broker or other holder of record to determine whether you will be able to vote electronically via the Internet or by telephone.

PLEASE NOTE THAT IF YOU ARE A BENEFICIAL OWNER OF SHARES HELD IN STREET NAME, SINCE YOUR SHARES ARE HELD BY A BANK, BROKER OR OTHER HOLDER OF RECORD, IF YOU WISH TO VOTE AT THE ANNUAL MEETING YOU MUST FIRST OBTAIN A LEGAL PROXY ISSUED IN YOUR NAME FROM THE HOLDER OF RECORD. OTHERWISE, YOU WILL NOT BE PERMITTED TO VOTE IN PERSON AT THE MEETING.

HOW YOUR SHARES WILL BE VOTED

Your shares will be voted in accordance with your instructions. If you do not specify voting instructions on your proxy, the shares will be voted as set forth in the table below.

    Proposal
    Vote
Page Reference
    PROPOSAL 1   Election of Directors   FOR each Nominee   14    
    PROPOSAL 2   Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 27, 2020   FOR   19  
    PROPOSAL 3   Approval of the amended and restated 2016 Long-Term Incentive Plan, including an increase in the share reserve by 74,500,000 shares.   FOR   21    
    PROPOSAL 4   Approval, on an advisory basis, of our executive compensation   FOR   34  
    PROPOSAL 5   Approval, on an advisory basis, of the frequency of future advisory votes on our executive compensation   ANNUAL   36    

In the absence of instructions to the contrary, proxies will be voted in accordance with the judgment of the person exercising the proxy on any other matter properly presented at the Annual Meeting.

See the section entitled "Broker Non-Votes" below, as well as the "Required Vote and Board Recommendation" sections of the individual proposals for additional information.

VOTING RESULTS

We will publicly disclose voting results of the Annual Meeting within four business days by filing a Current Report on Form 8-K with the SEC, based on the tabulation of the Inspector of Election.

BROKER NON-VOTES

A "broker non-vote" occurs when a bank, broker or other holder of record, in nominee name or otherwise, exercising fiduciary powers (typically referred to as being held in "street name") submits a proxy for the Annual Meeting, but does not vote on a particular proposal because that holder does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Broker non-votes (like abstentions) will be counted as present for purposes of determining the presence of a quorum, but will have no effect on the outcome of the voting results. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote those shares on routine matters, but not on non-routine matters. Routine matters include ratification of the selection of independent public accountants. Non-routine matters include, among others, the election of directors and advisory votes on executive compensation.

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DETERMINATION OF QUORUM

The representation in person or by proxy of a majority of the outstanding shares of stock entitled to vote at the Annual Meeting constitutes a quorum. Under Delaware law, abstentions and broker non-votes are counted as present in determining whether the quorum requirement is satisfied.

REVOCABILITY OF PROXIES

If your shares are registered in your name, you may revoke your proxy and change your vote prior to the completion of voting at the Annual Meeting by:

Submitting a valid, later-dated proxy card in a timely manner;

Submitting a later-dated vote by telephone or through the Internet in a timely manner;

Giving written notice of such revocation to the Company's corporate secretary (at 5775 Morehouse Drive, N-585L, San Diego, California 92121-1714) prior to or at the Annual Meeting; or

Attending and voting at the Annual Meeting (although attendance at the meeting will not by itself revoke a proxy).

If your shares are held in "street name" (i.e., held of record by a bank, broker or other holder of record) and you wish to revoke a proxy, you should contact your bank, broker or other holder of record and follow its procedures for changing your voting instructions.

PROXY SOLICITATION

We will bear the entire cost of the solicitation of proxies, including the preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials, this proxy statement, the proxy card and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to such beneficial owners. In addition, we have retained Morrow Sodali LLC to act as a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay that firm $10,000, plus reasonable out-of-pocket expenses, for proxy solicitation services. Solicitation of proxies by mail may be supplemented by telephone, email, facsimile transmission, electronic transmission or personal solicitation by certain of our directors, officers or other employees. No additional compensation (other than reimbursement for expenses) will be paid to directors, officers or other employees for such services.

STOCKHOLDER PROPOSALS

The deadline for submitting a stockholder proposal for inclusion in our proxy materials for our 2021 Annual Meeting of Stockholders is September 25, 2020. Stockholder nominations for director that are to be included in our proxy materials under the proxy access provision of our Bylaws must be received no earlier than August 26, 2020 and no later than the close of business on September 25, 2020. Stockholder nominations for director and other proposals that are not to be included in such materials must be received no earlier than November 10, 2020 and no later than the close of business on December 10, 2020. Any such stockholder proposals or nominations for director must be submitted to our Corporate Secretary in writing at 5775 Morehouse Drive, N-585L, San Diego, California 92121-1714. Stockholders are advised to review our Bylaws, which contain additional requirements for submitting stockholder proposals and director nominations. See page 10 for further information.

HOUSEHOLDING

The SEC allows companies and intermediaries (such as brokers) to implement a delivery procedure called "householding." Under this procedure, multiple stockholders who reside at the same address will receive a single copy of our proxy materials, including the Notice of Internet Availability of Proxy Materials, unless one of the stockholders has notified us that they want to continue receiving multiple copies. This practice is designed to reduce duplicate mailings, and save printing and postage costs as well as natural resources. Householding for bank and brokerage accounts is limited to accounts within the same bank or brokerage firm. For example, if you and your spouse share the same last name and mailing address and you and your spouse have two accounts containing Qualcomm stock at two different brokerage firms, your household will receive two copies of the our proxy materials, one from each brokerage firm. To reduce the number of duplicate sets of proxy materials your household

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receives, you may wish to enroll some or all of your accounts in our electronic delivery program at http://enroll.icsdelivery.com/qcom.

If you received a householded mailing this year and you would like to have a separate copy of our Notice of Internet Availability of Proxy Materials and proxy materials mailed to you, please submit your request to Broadridge ICS, either by calling toll-free 1-866-540-7095 or by writing to Broadridge ICS, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. They will promptly send additional copies of our Notice of Internet Availability of Proxy Materials and/or proxy materials upon receipt of such request. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting Broadridge ICS as provided above. Please note, however, that if you want to receive a paper proxy or voting instruction form or other proxy material for purposes of this year's Annual Meeting, you should follow the instructions included in the Notice of Internet Availability of Proxy Materials that was sent to you. If you received multiple copies of the proxy materials and would prefer to receive a single copy in the future or if you would like to opt out of householding for future mailings, you may contact Broadridge ICS as provided above.

FINANCIAL INFORMATION

Attached as Appendix A is certain financial information from our Annual Report on Form 10-K for fiscal 2019 that we filed with the SEC on November 6, 2019. We have not undertaken any updates or revisions to such information since the date it was filed with the SEC. Accordingly, we encourage you to review Appendix A together with any subsequent information we have filed with the SEC and other publicly available information.

PERFORMANCE MEASUREMENT COMPARISON OF STOCKHOLDER RETURN

Attached as Appendix B is a graph that compares total stockholder return on our common stock from September 28, 2014 to September 29, 2019 to two indices, the Standard & Poor's 500 Stock Index (S&P 500) and the NASDAQ-100 Index (NASDAQ-100).

CORPORATE DIRECTORY

Attached as Appendix C is a listing of our executive officers and members of our Board.

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CORPORATE GOVERNANCE

CODE OF ETHICS AND CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

The Board has adopted a Code of Ethics applicable to all of our employees, including our executive officers and employees of our subsidiaries, and members of our Board. Any amendments to, or waivers under, the Code of Ethics that are required to be disclosed by SEC rules will be disclosed within four business days of such amendment or waiver on our website at www.qualcomm.com under the "Governance" section of our "Investor Relations" page, which appears under the "Company" tab. To date, there have not been any waivers by us under the Code of Ethics.

The Board has also adopted Corporate Governance Principles and Practices, which includes information regarding the Board's policies that guide its governance practices, including the roles, responsibilities and composition of the Board, director qualifications, committee matters and stock ownership guidelines, among others.

The Code of Ethics and the Corporate Governance Principles and Practices are available on our website at http://www.qualcomm.com under the "Governance" section of our "Investor Relations" page.

BOARD LEADERSHIP STRUCTURE

Chair of the Board

The Board appoints the Chair of the Board (Chair). The Chair is not required to be an independent director. However, at all times when the Chair is not an independent director, the Board shall have a "Lead Independent Director" who shall be an "independent" director, as described below. Currently, our Chair is Mark D. McLaughlin, who is an independent director.

The Chair has the following responsibilities and authority:

Help set the overall leadership and strategic direction of the Company.

Help delineate, in consultation with the Chief Executive Officer and the Board, responsibilities of the Board and management.

Authorized to call special meetings of stockholders.

Preside at meetings of stockholders.

Authorized to call special meetings of the Board.

Preside at all meetings of the Board (unless conflicted on a matter).

In collaboration with the Chief Executive Officer and the Lead Independent Director (if one is appointed), develop Board meeting agendas and communicate with independent Board members to ensure that matters of interest are being included.

If an independent director, chair and set agendas for executive sessions of independent directors (unless conflicted on a matter).

With the Chief Executive Officer, represent the Board in outreach to key constituencies.

Work with the Lead Independent Director (if one is appointed) on investor outreach.

Together with the Lead Independent Director (if one is appointed), represent the Board in interactions and negotiations with any company making an acquisition proposal or proxy contest for control of the Board.

Evaluate the Chief Executive Officer's performance, in coordination with the HR and Compensation Committee.

Our charter documents and policies do not prevent our Chief Executive Officer from also serving as our Chair. The Board evaluates its leadership structure and elects the Chair and the Chief Executive Officer based on the criteria it deems to be appropriate and in the best interests of the Company and its stockholders, given the circumstances at the time of such election. While we have in the past had one person serve as both Chair and Chief Executive Officer, since March 2014, the positions have been held by separate individuals.

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Lead Independent Director

At all times when the Chair of the Board is not an independent director, the Board shall have a Lead Independent Director who shall be an "independent" director. In the event the Chair is an independent director and the Board elects not to have a Lead Independent Director, the Chair shall have the responsibilities and authority (as applicable) of the Lead Independent Director set forth below. If the Board decides to elect a Lead Independent Director, at or before each annual meeting of the Board, which follows immediately after the annual meeting of stockholders, (i) the Governance Committee shall recommend the Board member who would serve as Lead Independent Director for the next term, and (ii) the Lead Independent Director shall be elected by a vote of the independent members of the Board. An individual shall serve as the Lead Independent Director for a one-year period, commencing with the annual meeting of the Board. In general, the Board expects that a Lead Independent Director will serve two consecutive terms, but the independent members of the Board may extend a Lead Independent Director's length of service (on a year-by-year basis) up to four consecutive terms. No Lead Independent Director shall serve more than four consecutive terms.

The Lead Independent Director shall have the following responsibilities and authority:

Preside at all meetings of the Board at which the Chair is not present.

In collaboration with the Chair and the Chief Executive Officer, develop agendas for Board meetings, and communicate with independent Board members to ensure that matters of interest are being included on agendas for Board meetings.

Communicate with independent Board members and with management to affirm that appropriate briefing materials are being provided to Board members sufficiently in advance of Board meetings to allow for proper preparation and participation at such meetings.

Authorized, with the concurrence of at least one additional Board member, to call special meetings of the Board.

Lead investor outreach from an independent director perspective.

Together with the Chair, represent the Board in interactions and negotiations with any company making an acquisition proposal or proxy contest for control of the Board.

Lead the Board in governance matters, coordinating with the Governance Committee.

Principally because our current Chair is an independent director, the Board has elected not to fill the role of Lead Independent Director at this time.

BOARD MEETINGS, COMMITTEES AND ATTENDANCE

During fiscal 2019, the Board held eleven meetings. Board agendas include regularly scheduled sessions for the independent directors to meet without management present, and the Chair of the Board leads those sessions. The Board delegates various responsibilities and authority to different Board committees. We have three standing Board committees: the Audit, HR and Compensation and Governance committees. Committees regularly report on their activities and actions to the full Board. Committee assignments are re-evaluated annually and approved by the Board at the annual meeting of the Board that follows the annual meeting of stockholders, typically in March of each year. Each committee acts according to a written charter approved by the Board and reviewed annually. Copies of each charter can be found on our website at www.qualcomm.com under the "Governance" section of our "Investor Relations" page as follows:

    Name of Committee
Website Link
    Audit Committee   https://d1io3yog0oux5.cloudfront.net/_7dc067290e81cadb9365f0254309168e/qualcomm/db/720/6499/file/Audit+Committee+Charter+07-15-19.pdf    
    HR and Compensation Committee   https://d1io3yog0oux5.cloudfront.net/_7dc067290e81cadb9365f0254309168e/qualcomm/db/720/6501/file/Compensation+Committee+Charter+7-15-19.pdf  
    Governance Committee   https://d1io3yog0oux5.cloudfront.net/_7dc067290e81cadb9365f0254309168e/qualcomm/db/720/6500/file/Governance+Committee+Charter+07-15-19.pdf    

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The table below provides current committee membership information for each of the Board committees.

        Committees
         
    Name
Audit
HR and
Compensation


Governance
    Barbara T. Alexander       Chair        
    Mark Fields   X      
    Jeffrey W. Henderson   Chair            
    Ann M. Livermore       X  
    Harish Manwani       X        
    Mark D. McLaughlin*        
    Steve Mollenkopf                
    Clark T. Randt, Jr.       Chair  
    Francisco Ros           X    
    Irene B. Rosenfeld     X    
    Kornelis "Neil" Smit   X            
    Anthony J. Vinciquerra   X      
    Number of Committee Meetings Held in Fiscal 2019   9   11   5    
*
Chair of the Board

The Audit Committee.    The Audit Committee meets at least quarterly with our management and independent public accountants to review the results of the annual integrated audit and quarterly reviews of our consolidated financial statements and to discuss our financial statements and earnings releases. The Audit Committee selects, engages, oversees and evaluates the qualifications, performance and independence of our independent public accountants, reviews the plans and results of internal audits, reviews evaluations by management and the independent public accountants of our internal control over financial reporting and the quality of our financial reporting, and oversees our IT/cybersecurity programs and procedures, among other functions. All of the members of the Audit Committee are independent directors within the meaning of Rule 5605 of the NASDAQ Stock Market LLC (NASDAQ Rule 5605) and Rule 10A-3(b)(1)(ii) of the Securities Exchange Act of 1934, as amended, and Messrs. Henderson, Smit and Vinciquerra are audit committee financial experts as defined by the SEC.

The HR and Compensation Committee.    The HR and Compensation Committee determines compensation levels for the Chief Executive Officer, the other executive officers and directors, administers and approves stock offerings under our employee stock purchase and long-term incentive plans, reviews our employee compensation and talent management policies and practices, administers our incentive recoupment policy, reviews our policies, programs and initiatives focusing on diversity and inclusion, monitors the effectiveness of strategic initiatives designed to attract, engage, motivate and retain employees, and reviews executive officer development and succession planning. All of the members of the HR and Compensation Committee are independent directors within the meaning of NASDAQ Rule 5605.

The Governance Committee.    The Governance Committee reviews, approves and oversees various corporate governance-related policies and procedures applicable to us, including emergency procedures (such as disaster recovery and security). The Governance Committee oversees our political activity and contributions to ensure consistency with our business objectives and public policy priorities, including reviewing our Political Contributions and Expenditures Policy annually and reviewing a report on our political contributions and expenditures no less than annually. The Governance Committee also reviews Chief Executive Officer succession planning. In addition, the Governance Committee evaluates and recommends nominees, including stockholder nominees, for membership on the Board and its committees. All of the members of the Governance Committee are independent directors within the meaning of NASDAQ Rule 5605.

During fiscal 2019, each director attended at least 75% of the aggregate of the meetings of the Board and the committees on which he or she served and that were held during the period for which he or she was a Board or committee member.

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BOARD'S ROLE IN RISK OVERSIGHT

We do not view risk in isolation but consider risk as part of our regular evaluation of business strategy and business decisions. Assessing and managing risk is the responsibility of our management, which establishes and maintains risk management processes, including action plans and controls, to balance risk mitigation and opportunities to create stockholder value. It is management's responsibility to anticipate, identify and communicate risks to the Board and/or its committees. The Board oversees and reviews certain aspects of our risk management efforts, either directly or through its committees. We approach risk management by integrating our strategic planning, operational decision making and risk oversight and communicating risks and opportunities to the Board. The Board commits extensive time and effort every year to discussing and agreeing upon our strategic plan, and it reconsiders key elements of the strategic plan as significant events and opportunities arise during the year. As part of the review of the strategic plan, as well as in evaluating events and opportunities that occur during the year, the Board and management focus on the primary success factors and risks for the Company.

While the Board has primary responsibility for oversight of our risk management, the Board's standing committees support the Board by regularly addressing various risks in their respective areas of oversight. Specifically, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to our Enterprise Risk Management program, as well as risk management in the areas of financial reporting, internal controls and compliance with certain public reporting requirements. The HR and Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks arising from compensation policies and programs. The Governance Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks related to corporate governance, Chief Executive Officer succession planning and emergency procedures (including disaster recovery and security). Each of the committee chairs reports to the full Board at regular meetings concerning the activities of the committee, the significant issues it has discussed and the actions taken by the committee.

We believe that our leadership structure supports the risk oversight function of the Board. With our Chief Executive Officer serving on the Board, he promotes open communication between management and directors relating to risk. Additionally, each Board committee is comprised solely of independent directors, and all directors are actively involved in the risk oversight function.

DIRECTOR NOMINATIONS

Our Bylaws contain provisions that address the process (including required information and deadlines) by which a stockholder may nominate an individual to stand for election to the Board at our annual meeting of stockholders. In addition, the "proxy access" provisions of our Bylaws provide that, under certain circumstances, a stockholder or group of up to 20 stockholders may seek to include director nominees in our proxy statement if such stockholder or group of stockholders own at least 3% of our outstanding common stock continuously for at least the previous three years. The number of stockholder nominees appearing in the proxy statement for our annual meeting cannot exceed 20% of the number of directors to be elected. If 20% of the number of directors is not a whole number, the maximum number of stockholder nominees is rounded down to the next whole number. If the number of stockholder nominees exceeds 20%, one nominee from each nominating stockholder or group of stockholders, based on the order of priority provided by such nominating stockholder or group of stockholders, would be selected for inclusion in our proxy materials until the maximum number is reached. The order of priority among nominating stockholders or groups of stockholders would be determined based on the number (largest to smallest) of shares of our common stock held by such nominating stockholders or groups of stockholders. Each nominating stockholder or group of stockholders must provide the information required by our Bylaws, and each nominee must meet the qualifications required by our Bylaws. Requests to include stockholder-nominated candidates in our proxy materials for next year's annual meeting must be received by the Corporate Secretary at our corporate offices at 5775 Morehouse Drive, N-585L, San Diego, California 92121-1714, no earlier than August 26, 2020 and no later than the close of business on September 25, 2020. Stockholders are advised to review our Bylaws, which contain additional requirements for submitting director nominees.

The Board has also adopted a formal policy concerning stockholder recommendations of Board candidates to the Governance Committee. This policy is set forth in our Corporate Governance Principles and Practices, which is available on our website at www.qualcomm.com under the "Governance" section of our "Investor Relations" page. Under this policy, the Governance Committee will review a reasonable number of candidates recommended by a single stockholder who has held over 1% of our common stock for over one year and who satisfies the notice, information and consent requirements set forth in our Bylaws. To recommend a nominee for election to the Board, a stockholder must submit his or her recommendation to the Corporate Secretary at our corporate offices at 5775 Morehouse Drive, N-585L, San Diego, California 92121-1714. A stockholder's recommendation must be received by us within the time limits set forth above under "Stockholder Proposals." A stockholder's

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recommendation must be accompanied by the information with respect to the stockholder nominee as specified in the Bylaws, including among other things, the name, age, address and occupation of the recommended person, the proposing stockholder's name and address, the ownership interests of the proposing stockholder and any beneficial owner on whose behalf the recommendation is being made (including the number of shares beneficially owned, any hedging, derivative, short or other economic interests and any rights to vote any shares), and any material monetary or other relationships between the recommended person and the proposing stockholder and/or the beneficial owners on whose behalf the recommendation is being made. The proposing stockholder must also provide evidence of owning the requisite number of shares of our common stock for over one year. Candidates so recommended will be reviewed using the same process and standards for reviewing Governance Committee nominees.

In evaluating director nominees, the Governance Committee considers, among others, the following factors:

The appropriate size of the Board;

Our needs with respect to the particular talents, experience and diversity of our directors;

The knowledge, skills and experience of nominees, including experience in technology, business, finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

Familiarity with national and international business matters;

Experience in political affairs;

Experience with accounting rules and practices;

Appreciation of the relationship of our business to the changing needs of society;

Board tenure, including the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspectives provided by new members; and

The nominee's other commitments, including the other boards on which the nominee serves.

The qualifications and criteria considered in the selection of director nominees have the objective of assembling a Board that brings to the Company a reasonable diversity and variety of backgrounds, perspectives, experience and skills derived from high quality business and professional experience, with the Governance Committee also giving consideration to candidates with appropriate non-business backgrounds. As part of its efforts to create a diverse Board, including with respect to race, ethnicity and gender, the Governance Committee will include, and instruct any search firm it engages to include, women and racially/ethnically diverse candidates in the pool from which the Governance Committee selects director nominees.

There are no stated minimum criteria for director nominees, although the Governance Committee considers the foregoing and may also consider such other factors as it may deem are in the best interests of the Company and its stockholders. The Governance Committee does, however, believe it appropriate for at least one, and preferably several, members of the Board to meet the criteria for an "audit committee financial expert" as defined by the SEC, and for a majority of the members of the Board to meet the definition of "independent director" under NASDAQ Rule 5605. The Governance Committee also believes that it is in the best interests of stockholders that at least one key member of our current management participates as a member of the Board. The Governance Committee identifies nominees by first evaluating the current members of the Board willing to continue their service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue their service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining new perspectives. If any member of the Board does not wish to continue to serve or if the Governance Committee or the Board decides not to re-nominate a member for election, and if the Board determines not to reduce the Board size as a result, the Governance Committee identifies the desired skills and experience of a new nominee based on the criteria above. Current members of the Governance Committee and Board are polled for suggestions as to individuals meeting the criteria of the Governance Committee. Research may also be performed to identify qualified individuals. We have, in the past, engaged third parties to assist in identifying and evaluating potential nominees.

MAJORITY VOTING

Under our Bylaws, in an uncontested election, if any incumbent nominee for director receives a greater number of "withhold" votes (ignoring abstentions and broker non-votes) than votes cast "for" his or her election, the director shall promptly tender his or her resignation from the Board, subject to acceptance by the Board. In that event, the Governance Committee shall make a recommendation to the Board as to whether to accept or reject the tendered resignation or whether other actions

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should be taken. In making its recommendation, the Governance Committee will consider all factors it deems relevant, including, without limitation, the stated reasons why stockholders withheld votes from such director, the length of service and qualifications of such director, the director's past contributions to us and the availability of other qualified candidates for director. The Governance Committee's evaluation shall be forwarded to the Board to permit the Board to act on it no later than 90 days following the date of the annual meeting of stockholders. In reviewing the Governance Committee's recommendation, the Board shall consider the factors evaluated by the Governance Committee and such additional information and factors as the Board believes to be relevant. If the Board determines that the director's resignation is in the best interests of the Company and its stockholders, the Board shall promptly accept the resignation. We will publicly disclose the Board's decision within four business days in a Current Report on Form 8-K, providing an explanation of the process by which the decision was reached and, if applicable, the reasons for not accepting the director's resignation. The director in question will not participate in the Governance Committee's or the Board's considerations of the appropriateness of his or her continued service, except to respond to requests for information.

STOCK OWNERSHIP GUIDELINES

We adopted stock ownership guidelines for our directors and executive officers to help ensure that they each maintain an equity stake in the Company and, by doing so, appropriately link their interests with those of other stockholders. The guideline for executive officers is based on a multiple of the executive's base salary, ranging from two to six times, with the size of the multiple based on the individual's position with the Company. Only shares actually owned (as shares or as vested deferred stock units) count toward the requirement. Executives are required to achieve these stock ownership levels within five years of becoming an executive officer. Non-employee directors are required to hold a number of shares of our common stock with a value equal to five times the annual retainer for Board service paid to U.S. residents. Non-employee directors are required to achieve this ownership level within five years of joining the Board. In addition to the preceding ownership guidelines, all directors are expected to own shares of our common stock within one year of joining the Board.

COMMUNICATIONS WITH DIRECTORS

We have adopted a formal process for stockholder communications with the Board. This process is also set forth in our Corporate Governance Principles and Practices. Stockholders who wish to communicate to the Board should do so in writing to the following address:

      [Name of Director(s), Board of Directors or Board Committee]

      Qualcomm Incorporated
      Attn: General Counsel
      5775 Morehouse Drive, N-585L
      San Diego, California 92121-1714

Our General Counsel maintains records of all such communications (and the disposition of such communications) and forwards those not deemed frivolous, threatening or otherwise inappropriate to the Board, or the appropriate Board committee or member(s) of the Board.

ANNUAL MEETING ATTENDANCE

Our Corporate Governance Principles and Practices set forth a policy on director attendance at annual meetings. Directors are encouraged to attend absent unavoidable conflicts. All continuing directors then in office attended our last annual meeting.

DIRECTOR INDEPENDENCE

The Board has determined that, except for Mr. Steve Mollenkopf, all of the members of the Board are independent directors within the meaning of NASDAQ Rule 5605.

EMPLOYEE, OFFICER AND DIRECTOR HEDGING

Our Insider Trading Policy (Policy) provides that our employees, officers, directors and consultants, as well as persons or entities over which such individuals have or share voting or investment control (collectively, Covered Persons) may not engage in hedging transactions in Qualcomm securities. Specifically, the Policy provides that Covered Persons may not purchase

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financial instruments (including prepaid variable forward contracts, equity swaps, collars or exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Qualcomm securities. The Policy applies to Qualcomm securities granted to Covered Persons as part of their compensation, and to any other Qualcomm securities held directly or indirectly by Covered Persons.

In addition, the Policy provides that Covered Persons may not engage in short sales or derivative transactions in Qualcomm securities (whether for purposes of hedging, income, monetization or otherwise); and our officers, directors and certain other employees designated as "affiliates" may not pledge Qualcomm securities or hold Qualcomm securities in a margin account.

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ELECTION OF DIRECTORS

Our Certificate of Incorporation and our Bylaws provide that directors are to be elected at our annual meeting of stockholders, to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified. Vacancies on the Board resulting from death, resignation, disqualification, removal or other causes may be filled by either the affirmative vote of the holders of a majority of the then-outstanding shares of common stock or by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board. Newly created directorships resulting from any increase in the number of directors may, unless the Board determines otherwise, be filled only by the affirmative vote of the directors then in office, even if less than a quorum of the Board. Any director elected as a result of a vacancy shall hold office for a term expiring at the next annual meeting of stockholders and until such director's successor has been elected and qualified.

Our Certificate of Incorporation provides that the number of directors shall be fixed exclusively by resolutions adopted from time to time by the Board. Ms. Barbara T. Alexander and Dr. Francisco Ros will conclude their service as directors at the Annual Meeting. The Board, upon recommendation of its Governance Committee, has set the number of directors at 10, effective as of the time stockholders vote on the election of directors at the Annual Meeting. Therefore, 10 directors will stand for election at the Annual Meeting to serve as directors until the 2021 annual meeting of stockholders.

In an uncontested election, our Bylaws provide that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of shares voted "for" a director nominee must exceed the number of "withhold" votes cast against that nominee). In a contested election, a director nominee will be elected by a plurality of the votes cast. In either case, abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will have no effect on the vote. In an uncontested election, if any nominee for director who is currently serving on the Board receives a greater number of "withhold" votes than votes "for" his or her election, the director shall promptly tender his or her resignation from the Board, subject to acceptance by the Board. The process that will be followed by the Board in that event is described above under the heading "Majority Voting."

The nominees receiving a majority of votes cast with respect to his or her election will be elected directors of the Company. Shares of common stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the 10 nominees named below. Each person nominated for election has agreed to serve, if elected, and the Board has no reason to believe that any nominee will be unable to serve.

NOMINEES FOR ELECTION

       
MARK FIELDS

Age: 58 Director Since: 2018

LOGO


Mr. Fields has been a Senior Advisor at TPG Capital LP, a global alternative asset firm, since October 2017. Mr. Fields was President and Chief Executive Officer of Ford Motor Company from July 2014 to May 2017, and Chief Operating Officer from December 2012 to July 2014. Mr. Fields joined Ford in 1989 and served in various leadership positions throughout his tenure, including Executive Vice President and President, Americas; Executive Vice President and Chief Executive Officer, Ford of Europe and Premier Automotive Group (PAG); Chairman and Chief Executive Officer, PAG; and President and Chief Executive Officer, Mazda Motor Corporation. Mr. Fields served as a director of Ford Motor Company from July 2014 to May 2017 and IBM Corporation from March 2016 to April 2018. Mr. Fields holds an M.B.A. degree from Harvard University and a B.A. degree in Business Administration from Rutgers University.

Qualifications: We believe Mr. Fields' qualifications to serve on our Board include his extensive operational experience in senior positions in the automotive industry, a key growth area for us, including leading complex global business organizations with large workforces and organizations pursuing emerging opportunities through expansion into adjacent areas, which brings valuable insights to our Board as well as provides a useful resource to our senior management. Our Board and senior management also benefit from Mr. Fields' experience from serving on other public company boards.

Mr. Fields is a member of the Audit Committee.

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JEFFREY W. HENDERSON
Age: 55 Director Since: 2016

LOGO


Mr. Henderson served as an Advisory Director to Berkshire Partners LLC, a private equity firm, from September 2015 to January 2020. He served as Chief Financial Officer of Cardinal Health Inc., a health care services company, from May 2005 to November 2014. Prior to joining Cardinal Health, Mr. Henderson held multiple positions at Eli Lilly and General Motors, including serving as President and General Manager of Eli Lilly Canada, Controller and Treasurer of Eli Lilly Inc., and in management positions with General Motors in Great Britain, Singapore, Canada and the U.S. Mr. Henderson has been a director of Halozyme Therapeutics, Inc. since August 2015, a director of FibroGen, Inc. since August 2015, and a director of Becton, Dickinson and Company since August 2018. Mr. Henderson holds a B.S. degree in Electrical Engineering from Kettering University and an M.B.A. degree from Harvard Business School.

Qualifications: We believe Mr. Henderson's qualifications to serve on our Board include his financial and operational management experience, including his significant experience in international operations, which is a source of valuable insights to our Board. His experience in senior operational and financial management positions at companies that experienced significant growth and transformation, including into additional business areas, also provides a useful resource to our senior management. He has been designated as an audit committee financial expert.

Mr. Henderson is Chair of the Audit Committee.

 

       
ANN M. LIVERMORE

Age: 61 Director Since: 2016

LOGO


Ms. Livermore served as Executive Vice President of the Enterprise Business at Hewlett-Packard Company (HP) from May 2004 to June 2011 and as Executive Vice President of HP Services from 2002 to May 2004. She joined HP in 1982 and served in a number of management and leadership positions across the company. Ms. Livermore has been a director of United Parcel Services, Inc. since November 1997 and Hewlett Packard Enterprise Company since November 2015. Ms. Livermore was a director of HP from June 2011 to November 2015. Ms. Livermore holds a B.A. degree in Economics from the University of North Carolina, Chapel Hill and an M.B.A. degree from Stanford University.

Qualifications: We believe Ms. Livermore's qualifications to serve on our Board include her extensive operational experience in senior positions, including leading complex global business organizations with large workforces. Her significant experience in the areas of technology, marketing, sales, research and development and business management provide valuable insights to our Board and also provide useful resources to our senior management. Our Board and senior management also benefit from Ms. Livermore's experience from serving on other public company boards.

Ms. Livermore is a member of the Governance Committee.

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HARISH MANWANI
Age: 66 Director Since: 2014

LOGO


Mr. Manwani has been a Senior Operating Partner for The Blackstone Group, a private equity firm, since February 2015. Mr. Manwani was the Chief Operating Officer for Unilever PLC, a leading global consumer products company, from September 2011 to December 2014. He served as Unilever's President, Asia, Africa, Middle East and Turkey, which was later extended to include Central and Eastern Europe, from April 2005 to September 2011. He served as Unilever's President, Home & Personal Care, North America from March 2004 to March 2005. He served as Unilever's President, Home & Personal Care, Latin America and as the Chairman of Unilever's Latin America Advisory Council from April 2001 to February 2004. He served as Unilever's Senior Vice President, Global Hair and Oral Care from June 2000 to March 2001. He joined Hindustan Unilever Limited as a management trainee in 1976 and subsequently held various general management positions of increasing responsibilities within Unilever globally. Mr. Manwani has been a director of Whirlpool Corporation since August 2011, Nielsen Holdings plc since January 2015, and Gilead Sciences, Inc. since May 2018. He previously served as the Non-Executive Chairman of Hindustan Unilever Limited from July 2005 to June 2018 and as a director of Pearson plc from October 2013 to May 2018. Mr. Manwani holds a B.Sc. honors degree in Statistics and an M.M.S. degree in Management Studies, both from Mumbai University in India. He has also attended the Advanced Management Program at Harvard Business School.

Qualifications: We believe that Mr. Manwani's qualifications to serve on our Board include his substantial management experience involving international operations, particularly in Asia. His executive management experience, particularly with respect to strategic planning and leadership of complex organizations, provides a valuable resource for our senior management. His experience on the boards of several other companies also brings valuable insights to our Board.

Mr. Manwani is a member of the HR and Compensation Committee.

 

       
MARK D. McLAUGHLIN
Age: 54 Director Since: 2015

LOGO


Mr. McLaughlin has been the Vice Chairman of the Board of Palo Alto Networks, Inc., a network security company, since June 2018. He served as Chairman of the Board and Chief Executive Officer of Palo Alto Networks from August 2016 to June 2018. He served as Chairman of the Board, President and Chief Executive Officer of Palo Alto Networks from April 2012 to August 2016. He joined Palo Alto Networks as President and Chief Executive Officer, and as a director, in August 2011 and became Chairman of the Board in April 2012. Mr. McLaughlin served as President and Chief Executive Officer and as a director of VeriSign, Inc., a provider of Internet infrastructure services, from August 2009 to August 2011 and as President and Chief Operating Officer from January 2009 to August 2009. Mr. McLaughlin served in various other management and leadership roles at VeriSign from February 2000 through November 2007 and provided consulting services to VeriSign from November 2008 to January 2009. Prior to joining VeriSign, Mr. McLaughlin was Vice President, Sales and Business Development at Signio Inc., an internet payments company acquired by VeriSign in February 2000. President Barack Obama appointed Mr. McLaughlin to serve on the National Security Telecommunications Advisory Committee (NSTAC) in January 2011 and to the position of Chairman of the NSTAC in November 2014. Mr. McLaughlin served as a director of Opower, Inc. from October 2013 to June 2016. Mr. McLaughlin holds a B.S. degree from the U.S. Military Academy at West Point and a J.D. from Seattle University School of Law.

Qualifications: We believe Mr. McLaughlin's qualifications to serve on our Board include his operational and management experience at several technology companies. Mr. McLaughlin's service on the National Security Telecommunications Advisory Committee, as well as his experience as Chief Executive Officer and a member of the board of directors of a network security company, provide him with significant knowledge regarding the operations and security of telecommunications systems and cybersecurity matters, which bring valuable insights to our Board.

Mr. McLaughlin is Chair of the Board.

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STEVE MOLLENKOPF
Age: 51 Director Since: 2013

LOGO


Mr. Mollenkopf has served as our Chief Executive Officer since March 2014 and as a director since December 2013. He served as Chief Executive Officer-elect and President from December 2013 to March 2014 and as President and Chief Operating Officer from November 2011 to December 2013. In addition, he served as Executive Vice President and Group President from September 2010 to November 2011, and as Executive Vice President and President of QCT from August 2008 to September 2010. Mr. Mollenkopf joined Qualcomm in 1994 as an engineer and throughout his tenure at Qualcomm has held several other technical and leadership roles. Mr. Mollenkopf served as a director of General Electric Company from November 2016 to April 2018. Mr. Mollenkopf holds a B.S. degree in Electrical Engineering from Virginia Tech and an M.S. degree in Electrical Engineering from the University of Michigan.

Qualifications: We believe Mr. Mollenkopf's qualifications to serve on our Board include his extensive business, operational and management experience in the wireless telecommunications industry, including his current position as our Chief Executive Officer. His extensive knowledge of our business, products, strategic relationships and opportunities, as well as the rapidly evolving technologies and competitive environment in our industry, bring valuable insights and knowledge to our Board.

 

       
CLARK T. "SANDY" RANDT, JR.
Age: 74 Director Since: 2013

LOGO


Ambassador Randt has been President of Randt & Co. LLC, a company that advises firms with interests in China, since February 2009. He is a former U.S. Ambassador to the People's Republic of China, where he served from July 2001 to January 2009. He was a partner resident in the Hong Kong office of Shearman & Sterling, a major international law firm, where he headed the firm's China practice, from January 1994 to June 2001. Ambassador Randt served as First Secretary and Commercial Attaché at the U.S. Embassy in Beijing from August 1982 to October 1984. He was the China representative of the National Council for United States-China Trade in 1974, and he served in the U.S. Air Force Security Service from August 1968 to March 1972. Ambassador Randt has been a director of Valmont Industries, Inc. since February 2009, a director of the United Parcel Service, Inc. since August 2010 and a director of Wynn Resorts Ltd. since October 2015. He is fluent in Mandarin Chinese. Ambassador Randt holds a B.A. degree in English Literature from Yale University and a J.D. degree from the University of Michigan. He also attended Harvard Law School where he was awarded the East Asia Legal Studies Traveling Fellowship to China.

Qualifications: We believe Ambassador Randt's qualifications to serve on our Board include his deep understanding of Asia and experience in facilitating business in China and more generally throughout Asia, which is one of the most important regions to our business. He brings to our Board substantial experience in diplomacy, international trade and cross-border commercial transactions, including service as the U.S. Ambassador to the People's Republic of China. His international experience and knowledge of Asian business operations, as well as his experience from serving on other public company boards, provide valuable insights to our Board.

Ambassador Randt is Chair of the Governance Committee.


       
IRENE B. ROSENFELD
Age: 66 Director Since: 2018

LOGO


Ms. Rosenfeld served as Chairman of Mondelez International, Inc., a global snack food and beverage company (which changed its name from Kraft Foods, Inc. in October 2012), from November 2017 to March 2018, as Chairman and CEO from March 2007 to November 2017, and as CEO and a director from June 2006 to March 2007. Prior to that, she served as Chairman and CEO of Frito-Lay, a division of PepsiCo, Inc., a food and beverage company, from September 2004 to June 2006. Ms. Rosenfeld was employed continuously by Mondelēz International and its predecessor companies, in various capacities from 1981 to 2003, including President, Kraft Foods North America; President, Kraft Foods Operations, Technology & Information Systems; and President, Kraft Foods Canada, Mexico and Puerto Rico. Ms. Rosenfeld has been a director of Conyers Park II Acquisition Corp. since July 2019. Ms. Rosenfeld holds a B.A. degree in Psychology, an M.S. in Business and a Ph.D. in Marketing & Statistics from Cornell University.

Qualifications: We believe Ms. Rosenfeld's qualifications to serve on our Board include her extensive management experience, including experience in international operations, which is a source of important insights to our Board and provides a useful resource to our senior management. Her experience with corporate governance matters and service on other public company boards also provide valuable insights to our Board.

Ms. Rosenfeld is a member of the HR and Compensation Committee.

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PROPOSAL 1: ELECTION OF DIRECTORS


       
KORNELIS "NEIL" SMIT
Age: 61 Director Since: 2018

LOGO


Mr. Smit has been Vice Chairman of Comcast Corporation, a global media and technology company, since April 2017. He was President and Chief Executive Officer of Comcast Cable Communications from November 2011 to April 2017, and President from March 2010 to November 2011. Before joining Comcast, Mr. Smit was President and Chief Executive Officer and a director of Charter Communications, Inc. from August 2005 to March 2010. Prior to joining Charter Communications, Mr. Smit was President of AOL Access (AOL/Time Warner) and held various leadership positions at Nabisco and Pillsbury. Mr. Smit holds an M.A. degree in International Business from Tufts University-Fletcher School of Law and Diplomacy and a B.S. degree in Geology from Duke University.

Qualifications: We believe Mr. Smit's qualifications to serve on our Board include his extensive management experience at media and technology companies, which is a source of valuable insights to our Board. His experience in senior operational positions also provides a useful resource for our senior management. He has been designated as an audit committee financial expert.

Mr. Smit is a member of the Audit Committee.

 

       
ANTHONY J. VINCIQUERRA
Age: 65 Director Since: 2015

LOGO


Mr. Vinciquerra has been Chairman of the Board and Chief Executive Officer of Sony Pictures Entertainment Inc., where he leads Sony's television and film division, since June 2017. He was a Senior Advisor to Texas Pacific Group (TPG) in the Technology, Media and Telecom sectors, where he advised TPG on acquisitions and operations, from September 2011 to June 2017. Mr. Vinciquerra was Chairman of Fox Networks Group, the largest operating unit of News Corporation, from September 2008 to February 2011, and President and Chief Executive Officer from June 2002 to February 2011. Earlier in his career, he held various management positions in the broadcasting and media industry. He previously served as a director of Pandora Media, Inc. from March 2016 to June 2017 and a director of DirecTV from September 2013 to July 2015. Mr. Vinciquerra holds a B.A. degree in marketing from the State University of New York.

Qualifications: We believe Mr. Vinciquerra's qualifications to serve on our Board include his management experience, including significant experience in operations, which is a source of important insights to our Board, as well as providing a useful resource to our senior management. His prior media industry experience is especially valuable with the convergence of the Internet, wireless, media and computing industries. He has been designated as an audit committee financial expert.

Mr. Vinciquerra is a member of the Audit Committee.

REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present, either in person or by proxy, is required to elect each of the 10 nominees for director, meaning that the number of shares cast "for" a nominee's election exceeds the number of "withhold" votes cast against that nominee. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a broker and you do not instruct the broker on how to vote for each of the 10 nominees, your broker will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the vote.

THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE ABOVE NOMINEES.

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PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee has selected PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 27, 2020, and the Board has directed that management submit this selection for ratification by the stockholders at the Annual Meeting. PricewaterhouseCoopers LLP has audited our consolidated financial statements since we commenced operations in 1985.

The Audit Committee has evaluated PricewaterhouseCoopers LLP's qualifications, performance and independence, including that of the lead audit partner. This evaluation was conducted with input from senior management.

Stockholder ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants is not required by our Bylaws or otherwise. However, the Board is submitting the selection of PricewaterhouseCoopers LLP to stockholders for ratification as a matter of good corporate governance. If stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent public accountants at any time if it determines that such a change would be in the best interests of the Company and its stockholders.

FEES FOR PROFESSIONAL SERVICES

The following table presents fees for professional services rendered by PricewaterhouseCoopers LLP during our fiscal years ended September 29, 2019 and September 30, 2018 for the audits of our annual consolidated financial statements and fees for other services. All of the services described in the following table were approved in conformity with the Audit Committee's pre-approval process described below.

  Fiscal
2019


Fiscal
2018


  Audit fees (1) $ 10,726,000 $ 11,552,000  
  Audit-related fees (2) 1,921,000 1,742,000
  Tax fees (3) 463,000 1,155,000  
  All other fees (4) 13,000 42,000
  Total $ 13,123,000 $ 14,491,000  
(1)
Audit fees consist of fees for professional services rendered for the audit of our annual consolidated financial statements and the effectiveness of our internal control over financial reporting, the reviews of our interim condensed consolidated financial statements included in our quarterly reports and audits of certain of our subsidiaries for statutory, regulatory and other purposes.
(2)
Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or reviews of our consolidated financial statements and are not reported under "audit fees." This category includes fees principally related to field verification of royalties from certain licensees.
(3)
Tax fees consist of professional services rendered for tax compliance, tax advice and tax planning. This category includes fees for permissible advisory services regarding general tax consulting services, and in fiscal 2018, consulting on tax matters related to merger and acquisition activity.
(4)
All other fees consist of fees for technical publications purchased from PricewaterhouseCoopers LLP and in fiscal 2018 also included permissible advisory services in connection with market condition studies.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee's policy is to pre-approve all audit and non-audit services provided by our independent public accountants. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the nature of the particular service or category of services and an estimated fee. The Audit Committee has delegated certain pre-approval authority to its Chair when expedition of approval is necessary, and such approval is reported to the Audit Committee at its next meeting. Our independent public accountants and management periodically report to the Audit Committee regarding the extent of services provided by the independent public accountants and the fees for the services performed to date.

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PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

REPRESENTATION FROM PRICEWATERHOUSECOOPERS LLP AT THE ANNUAL MEETING

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote on this proposal, they will have the authority, but are not required, to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the proposal.

THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 27, 2020.

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PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN INCLUDING AN INCREASE IN THE SHARE RESERVE BY 74,500,000 SHARES

We are asking stockholders to vote in favor of the amended and restated 2016 Long-Term Incentive Plan (the "2016 LTIP"), which was initially approved by stockholders on March 8, 2016. The Board of Directors (the "Board") has amended and restated the 2016 LTIP, subject to stockholder approval, in order to increase the current share reserve under the 2016 LTIP by 74,500,000 shares, as well as change the cap on non-employee director compensation from being applicable to equity only to a cap on compensation inclusive of both cash and equity, as described herein. The increase in the share reserve will enable us to continue to grant equity awards authorized by the 2016 LTIP to deserving individuals and remain competitive with our industry peers. We believe that equity awards are critical incentives to recruiting, retaining and motivating the best employees in our industry. As of December 1, 2019, 18,981,095 shares remain available for issuance under the 2016 LTIP. The approval of the proposed amended and restated 2016 LTIP will allow us to continue to provide such incentives under the 2016 LTIP. If this proposal is not approved, we believe we would be at a significant disadvantage against our competitors for recruiting, retaining and motivating those individuals who are critical to our success. We could be forced to increase cash compensation, reducing resources available to meet our other business needs.

FACTORS REGARDING OUR EQUITY USAGE & NEEDS:

Continued Growth Necessitates Additional Shares

It is important to our Board to ensure that we are being fiscally responsible with respect to how and where we fund programs that promote our ability to motivate and retain key talent in a competitive market. Balancing these competing concerns has put us on course to achieve sustainable returns for our stockholders and long-term profitability. We firmly believe that employees with a stake in the future success of our business are highly motivated to achieve long-term growth of our business and are well-aligned with the interests of our other stockholders to increase stockholder value.

Equity is Essential to Talent Acquisition and Retention

It is essential that we continue the use of equity compensation to better position us in the market and allow us to retain our skilled employees while attracting talented new employees to help us achieve our objectives, which include increasing stockholder value by growing the business. Without the approval of an addition to our share reserve, we will not be able to continue to compete in this highly competitive market. This would ultimately result in the loss of critical talent and inhibit our ability to meet our future growth objectives. We intend to use the additional shares to recruit and retain employees globally.

KEY FEATURES OF THE 2016 LTIP:

In addition to increasing the current share reserve by 74,500,000 shares, the proposed amendment and restatement of the 2016 LTIP would change the cap on non-employee director compensation from being applicable to equity only to a cap on compensation inclusive of both cash and equity, thereby removing any discretion for excessive cash awards and providing a more meaningful non-employee director compensation limit. No other material changes to the 2016 LTIP are proposed. Some Key Features of the 2016 LTIP as amended and restated are described below, subject to the Summary of the 2016 LTIP:

Administration.  The 2016 LTIP is administered by the HR and Compensation Committee of the Board (the Committee), which is composed entirely of independent, non-employee directors.

Minimum Vesting Requirement.  Awards generally vest over a period of no less than 12 months from the date of grant.

Fungible Share Ratio.  Awards other than stock options and stock appreciation rights (full-value awards) are charged against the 2016 LTIP share reserve at the rate of two shares for each share actually granted.

Stockholder Approval is Required for Any Additional Shares.  The 2016 LTIP does not contain an annual "evergreen" provision, but instead reserves a fixed maximum number of shares of common stock. Additional stockholder approval is required to increase that number.

Repricings.  Stock options and freestanding stock appreciation rights may not be granted below fair market value and may not be repriced without stockholder approval.

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PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN
INCLUDING AN INCREASE IN THE SHARE RESERVE BY 74,500,000 SHARES

No Liberal Share Recycling for Stock Options or Stock Appreciation Rights.  Shares tendered, exchanged or withheld to pay the exercise price or to satisfy withholding taxes with respect to stock options or stock appreciation rights are not available again for grant.

Annual Award Limits.  No employee shall be granted within any fiscal year:

    Options or freestanding stock appreciation rights which in the aggregate are for more than 3,000,000 shares,

    Restricted stock awards, restricted stock unit awards and performance shares subject to vesting conditions based on the attainment of performance goals for more than 2,000,000 shares, or

    Performance units which could result in such employee receiving more than $10,000,000.

Award Limits for Non-Employee Directors.   The aggregate value of all regular compensation paid to any non-employee director for services rendered in any calendar year, inclusive of cash and the grant date fair value of equity awards under the 2016 LTIP, is limited to $650,000 for the non-executive Chair of the Board and for the Lead Independent Director (if one is appointed) and $500,000 for all other non-employee directors.

Dividend Payment Until Underlying Shares Vest.  Dividends and dividend equivalents on restricted stock, restricted stock units and performance share awards vest and are paid only if and to the extent those underlying awards become vested.

Limited Transferability.  Awards are not transferable except by will or by the laws of descent and distribution or under certain limited circumstances to family members for no consideration if approved by the Committee.

No Liberal Change in Control Definition.  The 2016 LTIP defines change in control based, in part, on the consummation of the transaction rather than the announcement or stockholder approval of the transaction.

HISTORICAL AWARD INFORMATION:

The following table provides information regarding the grant of equity awards under the 2016 LTIP:

  Key Equity Metrics
Fiscal
2017 (1)


Fiscal
2018


Fiscal
2019


  Percentage of equity awards granted to NEOs (2) 3.4 % 5.4 % 2.9 %  
  Equity burn rate (3) 0.9 % 1.2 % 1.8 %
(1)
The 2016 LTIP became effective on March 8, 2016.
(2)
Percentage of equity awards granted to individuals who were named executive officers (NEOs) in the relevant year is calculated by dividing the number of shares that were issuable pursuant to equity awards that were granted to NEOs during the fiscal year by the number of shares issuable pursuant to all equity awards that were granted during the fiscal year.
(3)
Equity burn rate is calculated by dividing the number of shares issuable pursuant to equity awards granted during the fiscal year by the weighted-average number of shares outstanding during the fiscal year.

For purposes of the table above, the number of shares issuable pursuant to equity awards does not include any dividend equivalents that may be earned after the date of grant, and the number of shares issuable to an award that provides for issuance of a variable number of shares based on the extent to which performance targets are satisfied is deemed to be the maximum number of shares that may be issued on attainment of maximum performance targets, even though a lesser number of shares may be or may have been issued on actual performance.

SUMMARY OF THE 2016 LTIP

The following paragraphs summarize material terms of the 2016 LTIP as amended and restated, subject to stockholder approval. Material differences between the current 2016 LTIP and the amended and restated 2016 LTIP are identified in this Summary. This summary does not purport to be a complete description of all of the provisions of the 2016 LTIP as amended and restated. It is qualified in its entirety by reference to the full text of the amended and restated 2016 LTIP, a copy of which is attached to this Proxy Statement as Appendix F.

General
The 2016 LTIP provides for the grant of incentive and nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares (including performance stock units), deferred compensation awards and other stock-based awards. Incentive stock options granted under the 2016 LTIP are intended to qualify as

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PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN
INCLUDING AN INCREASE IN THE SHARE RESERVE BY 74,500,000 SHARES

"incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code). Nonstatutory stock options granted under the 2016 LTIP are not intended to qualify as incentive stock options under the Code.

Purpose
The purpose of the 2016 LTIP is to advance the interests of the Company and its stockholders by providing an incentive to attract and retain the best qualified personnel to perform services for the Company, by motivating such persons to contribute to the growth and profitability of the Company, by aligning their interests with the interests of the Company's stockholders, and by rewarding such persons for their services by tying a portion of their total compensation package to the success of the Company.

Administration
The 2016 LTIP is administered by the Committee. Subject to the limitations in the 2016 LTIP, the Committee has the authority to interpret the 2016 LTIP and to determine the recipients of awards, the number of shares subject to each award, the times when an award will become exercisable or vest, the exercise price, the type of consideration to be paid upon exercise and other terms of the award. To the extent permitted by applicable law and the terms of the 2016 LTIP, the Committee may delegate to the appropriate officers of the Company the authority to grant, amend, modify, cancel, extend or renew awards to persons other than directors or executive officers whose transactions are subject to Section 16 of the Securities Exchange Act of 1934, as amended. If no Committee has been appointed, the Board of Directors may exercise all powers of the Committee authorized by the 2016 LTIP. Accordingly, as used herein with respect to the 2016 LTIP, references to the "Committee" include the full Board, the HR and Compensation Committee and any officer(s) of the Company to whom such authority may be delegated as provided in the 2016 LTIP.

Aggregate Number of Shares Issuable Under the 2016 LTIP
The share reserve under the 2016 LTIP was initially equal to 110.1 million shares, which consisted of 90 million shares initially authorized by the 2016 LTIP plus 20.1 million shares that remained available under the Company's 2006 LTIP on March 8, 2016. This share reserve is automatically increased as provided in the 2016 LTIP by the number of shares subject to stock options that were granted under the Company's 2006 LTIP and outstanding as of March 8, 2016, that after that date expire or for any reason, are forfeited, canceled or terminated, and by two times the number of shares subject to any awards other than stock options that were granted under the 2006 LTIP and outstanding as of March 8, 2016, that after that date expire, are forfeited, canceled or terminated, fail to vest, are not earned due to any performance goal that is not met, are otherwise reacquired without having become vested, or are paid in cash, exchanged by a participant or withheld by us to satisfy any tax withholding or tax payment obligations related to such award. As of December 1, 2019, 40,853,220 shares are subject to outstanding awards and 18,981,095 shares remain available for future grants under the 2016 LTIP.

The table below presents the number of shares, including accrued dividend equivalents, that were subject to outstanding equity awards under the 2016 LTIP and other equity plans at December 1, 2019. No fully vested stock awards were outstanding at December 1, 2019.

  Number of Shares
  Outstanding Award Type
Under the 2016 LTIP
December 1, 2019


Under All Equity Plans
December 1, 2019


  Stock Options (1) 496,397 591,641  
 

Weighted-average exercise price

$ 74.60 $ 69.09
 

Weighted-average remaining term (years)

5.80 4.96  
  Restricted Stock Units 37,289,346 37,289,346
  Performance Stock Units (2) 2,917,486 2,917,486  
  Deferred Stock Units 149,991 156,439
  Total shares subject to outstanding awards 40,853,220 40,954,912  
  Number of shares remaining available for grant 18,981,095 18,981,095
(1)
Since inception of the 2016 LTIP through December 1, 2019, only one stock option had been granted under the 2016 LTIP. That option was granted to Mr. Mollenkopf on September 20, 2018, and was subject to performance conditions based on total stockholder return.
(2)
The number of performance stock units that are outstanding at December 1, 2019 reflect the maximum number of shares that could be earned based on satisfaction of the applicable performance goals.

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PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN
INCLUDING AN INCREASE IN THE SHARE RESERVE BY 74,500,000 SHARES

If stockholders approve the amendment and restatement of the 2016 LTIP, as of the date of the 2020 Annual Meeting, the aggregate number of shares that could be issued pursuant to awards granted under the 2016 LTIP would be increased by 74,500,000 shares, and the aggregate number of shares of stock that may be issued pursuant to awards granted under the 2016 LTIP on and after the date of the 2020 Annual Meeting would be 93,481,095 shares of stock, reduced by one (1) share subject to any stock option or stock appreciation right, and two (2) shares subject to any full value award, that is granted after December 1, 2019 and prior to the date of the 2020 Annual Meeting. No additional shares would be added to this aggregate total as a result of any forfeiture, cancellation, termination or expiration of any awards granted under the 2006 LTIP.

Share Counting.    The following are the rules for counting shares against the aggregate number of shares that may be issued pursuant to the 2016 LTIP:

Shares issued with respect to full-value awards are counted against the 2016 LTIP's aggregate share limit as two shares for every one share actually issued in connection with the award.

To the extent that shares are delivered pursuant to the exercise of a stock option or stock appreciation right, the number of underlying shares to which the exercise related shall be counted against the applicable share limits, regardless of the number of shares actually issued. Further, any shares that are exchanged by a participant or withheld by the Company as full or partial payment of the exercise price of any stock option or stock appreciation right or to satisfy any tax withholding or payment obligations related to any stock option or stock appreciation right will not be available for issuance of subsequent awards under the 2016 LTIP.

To the extent that an award is settled in cash, the shares that would have been issued had there been no such cash settlement will not be counted against the number of shares available for issuance under the 2016 LTIP.

Shares that are subject to awards that are forfeited, terminated, canceled, not earned due to any performance goal that is not met or otherwise fail to vest or are reacquired by the Company will again be available for subsequent awards under the 2016 LTIP. Any such shares subject to full value awards will be credited as two shares for purposes of determining the maximum number of shares available for issuance under the 2016 LTIP.

If shares are exchanged by a participant or withheld by the Company to satisfy the minimum statutory tax withholding or payment obligations related to any full-value award, the maximum number of shares that are issuable pursuant to the 2016 LTIP will be credited with two (2) shares for each such share (any shares withheld or exchanged to satisfy any amount in excess of the minimum statutory withholding will be counted against the aggregate number of shares that may be issued pursuant to the 2016 LTIP).

Shares tendered (by attestation or otherwise), exchanged or withheld as full or partial payment of the exercise price of any option or stock appreciation right will not be available for subsequent awards; shares exchanged or withheld to satisfy the tax withholding or tax payment obligations related to any option or stock appreciation right will not be available for subsequent awards; shares purchased or repurchased by the Company with option proceeds will not be available for subsequent awards; and shares covered by an option or stock appreciation right, to the extent that it is exercised and settled in shares, and whether or not shares are actually issued upon exercise, will be considered issued or transferred pursuant to the 2016 LTIP.

Shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the 2016 LTIP unless determined otherwise by the Board, and such awards may reflect the original terms of the related award being assumed or substituted for and need not comply with other specific terms of the 2016 LTIP.

Shares of stock of an acquired company that are available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition (as adjusted using the exchange ratio or other adjustment formula used in such acquisition or combination to determine the consideration payable to its stockholders) may be used for awards under the 2016 LTIP and will not reduce the number of shares available for issuance under the 2016 LTIP, provided that awards using such available shares cannot be made after the date the awards or grants could have been made under the terms of the pre-existing plan and will only be made to individuals who were not employees, consultants or non-employee directors of the Company prior to such acquisition or combination.

Eligibility and Award Limitations

Awards other than incentive stock options are generally granted to our employees and non-employee directors, although the 2016 LTIP permits the grant of awards to consultants. Incentive stock options may be granted only to employees. As of September 29, 2019, the Company had approximately 34,100 employees, 11 non-employee directors and approximately 5,100

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PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN
INCLUDING AN INCREASE IN THE SHARE RESERVE BY 74,500,000 SHARES

consultants who were eligible to participate in the 2016 LTIP. Consistent with past practices, the Company does not currently intend to grant awards to consultants under the 2016 LTIP.

The 2016 LTIP provides the following award limits:

Stock options and stock appreciation rights:   No employee shall be granted within any fiscal year of the Company one or more options or freestanding stock appreciation rights which in the aggregate are for more than 3,000,000 shares.

Restricted stock and restricted stock unit awards vesting based upon the attainment of performance goals:  No employee shall be granted within any fiscal year of the Company one or more restricted stock awards or restricted stock unit awards subject to vesting conditions based on the attainment of performance goals for more than 2,000,000 shares.

Performance share awards:  No employee shall be granted within any fiscal year of the Company performance shares which could result in such employee receiving more than 2,000,000 shares.

Performance unit awards:  No employee shall be granted within any fiscal year of the Company performance units which could result in such employee receiving more than $10,000,000.

Awards to Non-employee Directors:  The 2016 LTIP currently limits the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of awards granted to any non-employee director under the 2016 LTIP to $500,000 for services rendered in that capacity during any calendar year. This limit does not apply to cash compensation or any awards made at the election of a non-employee director to receive stock awards in lieu of all or a portion of any cash compensation. If stockholders approve the amendment and restatement of the 2016 LTIP, this limitation would be eliminated and replaced with limits on the aggregate value of all cash and the grant date fair value of equity awards granted under the 2016 LTIP for services rendered for any calendar year, which will be $650,000 for the non-executive Chair of the Board and for the Lead Independent Director (if one is appointed), and $500,000 for all other non-employee directors. These limits would not apply to any compensation for service rendered as an employee or consultant or to any compensation that the Board determines is for special services or services beyond that required in the regular course of duties performed by a non-employee director.

If an incentive stock option is granted to any person who, at the time of the grant, owns (or is deemed to own) stock possessing more than 10% of the total combined voting power of the Company, or any of its parent or subsidiary corporations, the option must be granted at an exercise price that is at least 110% of the fair market value of the Company's stock on the date of grant, and the term of the option must not exceed five years. The aggregate fair market value, determined at the time of grant, of the shares of common stock with respect to which incentive stock options granted under the 2016 LTIP that are exercisable for the first time by an optionee during any calendar year (under all our plans and our parent and subsidiary corporations) may not exceed $100,000.

Vesting Requirements.    All awards vest or become exercisable no earlier than 12 months from the date on which it was granted, except for the Committee's discretion to provide for accelerated vesting or exercisability in connection with death, disability, retirement, termination of service without cause or upon a change in control. However, 5% of the aggregate number of shares authorized for issuance under the 2016 LTIP will not be subject to these vesting requirements.

Stock Options and Stock Appreciation Rights

The following is a general description of the terms of stock options and stock appreciation rights that may be awarded under the 2016 LTIP. Individual grants may have different terms, subject to the overall requirements of the 2016 LTIP.

Exercise Price; Payment.    The exercise price of incentive stock options under the 2016 LTIP may not be less than the fair market value of the Company's common stock subject to the option on the date of grant, and in some cases may not be less than 110% of the fair market value on the grant date, as described previously. As of January 13, 2020, the fair market value (i.e., closing price) of a share of the Company's common stock was $90.97. The exercise price of a nonstatutory stock option and a stock appreciation right may not be less than the fair market value of the Company's stock subject to the award on the date of grant. The exercise price of options granted under the 2016 LTIP must be paid: (1) in cash, check or a cash equivalent; (2) by tender of shares of common stock of the Company subject to attestation to the ownership of the shares and to having a fair market value not less than the exercise price; (3) if permitted by the Committee (and provided that the participant is an employee and not an officer or non-employee director), and to the extent allowed by law, by means of a promissory note; (4) by net exercise whereby the number of shares issuable upon the exercise of the option is reduced by a number of shares having a fair market value equal to the exercise price; (5) in any other form of payment as may be approved by the Committee; or (6) by a combination of the above forms of payment.

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Repricing and Reload Options Prohibited.    The Company may not, without obtaining stockholder approval, (1) amend or modify the terms of any outstanding option or stock appreciation right to reduce the exercise price; (b) cancel, exchange or permit or accept the surrender of any outstanding option or stock appreciation right in exchange for an option or stock appreciation right with a lower exercise price; or (c) cancel, exchange or permit or accept the surrender of any outstanding option or stock appreciation right in exchange for any other award, cash or other securities for purposes of repricing that option or stock appreciation right. Also, no option may be granted to any participant on account of the use of shares to exercise a prior option.

Exercise.    Stock options and stock appreciation rights granted under the 2016 LTIP vest in cumulative increments as determined by the Committee, provided that the holder's employment by, or service as a director of or consultant to, the Company or certain related entities or designated affiliates, continues from the date of grant until the applicable vesting date. Stock options and stock appreciation rights granted under the 2016 LTIP may be subject to different vesting terms, subject to the one-year minimum service vesting requirement (see "Vesting Requirements" above). In addition, the Committee has the power to accelerate the time during which an award may be exercised, subject to these limitations.

Term.    The maximum term of stock options and stock appreciation rights under the 2016 LTIP is 10 years, except for certain incentive stock options with a maximum term of five years, as described above. The 2016 LTIP provides for the earlier termination of an award due to the holder's termination of service.

Restrictions on Transfer.    During a participant's lifetime, stock options may be exercised only by the participant or the participant's guardian or legal representative. Stock options are not subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment. Participants may not transfer incentive stock options granted under the 2016 LTIP, except by will or by the laws of descent and distribution. To the extent permitted by the Committee and set forth in the terms and conditions of award agreements, nonstatutory stock options may be assigned or transferrable to a family member pursuant to a gift, pursuant to a domestic relations order or to an entity in which is controlled by family members or the participant in exchange for an interest in that entity.

Restricted Stock Units

The Committee may grant restricted stock units under the 2016 LTIP. Restricted stock units represent a right to receive shares of the Company's common stock at a future date determined in accordance with the participant's award agreement. There is no purchase or exercise price associated with restricted stock units or with the shares issued in settlement of the award. The Committee may grant restricted stock unit awards that are subject to time-based vesting or performance-based vesting. Participants may not transfer shares acquired pursuant to restricted stock units until the units vest and are settled. Participants have no voting rights or rights to receive cash dividends with respect to restricted stock unit awards until shares of common stock are issued in settlement of such awards. However, the Committee may grant restricted stock units that entitle the holders to receive dividend equivalents, which are rights to receive additional restricted stock units or cash amounts on restricted stock units that vest based on the value of any cash dividends the Company declares prior to the settlement of vested restricted stock units. Any dividend equivalents are subject to the same restrictions and risk of forfeiture as the underlying award.

Restricted Stock Awards

The Committee may grant restricted stock awards under the 2016 LTIP specifying the number of shares of stock subject to the award and including such terms and conditions as the Committee shall from time to time establish. The Committee determines the purchase price payable under restricted stock purchase rights, which may be less than the then current fair market value of the Company's common stock. Restricted stock awards may be subject to vesting conditions specified by the Committee based on service or performance criteria. Participants may not transfer shares acquired pursuant to a restricted stock award until the shares vest. Unless otherwise provided by the Committee, participants forfeit any unvested shares of restricted stock upon termination of service. Participants holding restricted stock generally may vote the shares and receive any dividends paid; however, no dividends or distributions will be paid on shares of stock subject to vesting conditions except to the extent that such vesting conditions are satisfied, and the restrictions on the original restricted stock award apply to adjustments made upon a change in the capital structure of the Company, and any substituted or additional securities or property arising from such award.

Performance Awards

The Committee may grant performance awards subject to the fulfillment of conditions and the attainment of performance goals over such periods as the Committee determines in writing and sets forth in a written agreement between the Company and the participant. These awards may be designated as performance shares or performance units. Performance shares are awards that provide for a payment in shares (or cash equivalent to the fair market value of shares) based on satisfaction of

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performance goals established by the Committee, and performance units are awards that provide for the payment of cash based on the satisfaction of performance goals established by the Committee.

Performance goals may be based on one or more of the following measures: revenues, average selling price, average unit costs, excess and obsolete inventory costs, costs of revenues, gross profit, gross margin, research and development expenses, selling, marketing and general and administrative expenses, operating expenses, operating income, operating margin, contribution margin, earnings before any one or more of stock-based compensation expense, interest and dividend income, taxes, depreciation and amortization, net income, earnings per share, cost reductions or savings, stock price, economic value added, operating cash flow, free cash flow, return on capital, which includes return on invested capital, compound annual growth rate, return on stockholders' equity, total stockholder return, return on assets, balance of cash, cash equivalents and marketable securities, design wins, product launch, product quality, establishing relationships with commercial entities with respect to marketing, distribution and sale of the Company's products, supply chain achievements, customer satisfaction, customer leadership evaluation, completion of identified project(s), completion of a joint venture or corporate transaction, financing or other capital raising transactions (including sales of the Company's debt or equity), forecast accuracy, including demand or total addressable opportunities accuracy, regulatory achievements, including submitting or filing application or other documents with regulatory authorities or receiving approval of any such application or other document and passing preapproval inspections, brand reputation, market share or other measures as determined by the Committee. The degree of attainment of performance measures may be measured in absolute terms, relative terms (including but not limited to the passage of time or period to period comparisons and/or against other companies or financial metrics), on a per share and/or share per capita basis, against the performance of the Company as a whole or against particular entities, segments, operating or business units, regional operations or segments or products of the Company, in accordance with generally accepted accounting principles in the United States (GAAP) and/or other objective and pre-established principles which are not in accordance with GAAP, on a pre-tax or after-tax basis. The Committee may provide for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including but not limited to: restructurings, discontinued operations, extraordinary items and other unusual, infrequently occurring or non-recurring charges or events, asset write-downs, litigation, claim or regulatory judgments, fines/penalties or settlements, acquisitions or divestitures, reorganization or change in corporate structure or capital structure of the Company, an event either not directly related to the operations of the Company, participating company, division, business, segment or business unit or not within the reasonable control of management, foreign exchange gains and losses, a change in the fiscal year of the Company, the refinancing or repurchase of bank loans or debt securities, unbudgeted capital expenditures, the issuance or repurchase of equity securities and other changes in the number of outstanding shares, conversion of some or all of convertible securities to common stock, any business interruption event, the cumulative effects of tax or accounting changes in accordance with GAAP, or the effect of changes in other laws or regulatory rules affecting reported results.

Following completion of the applicable performance period, the Committee certifies in writing the extent to which a participant has attained the applicable performance goals and the resulting value of the participant's award. The Committee may make positive or negative adjustments to performance award payments to reflect individual job performance or other factors. At its discretion, the Committee may provide for the payment of dividend equivalents (which will be subject to the same restrictions and risks of forfeiture as the underlying award) with respect to cash dividends paid on the Company's common stock to a participant awarded performance shares. The Committee may provide for performance award payments in lump sums or installments. If any payment is to be made on a deferred basis, the Committee may provide for the payment of dividend equivalents or interest during the deferral period.

Deferred Compensation Awards

The 2016 LTIP authorizes the Committee to establish a deferred compensation award program. As implemented, participants designated by the Committee who are officers, non-employee directors or members of a select group of highly compensated employees may elect to receive an award of deferred stock units, in lieu of compensation otherwise payable in cash or in lieu of cash or shares of common stock issuable upon the exercise or settlement of stock options, stock appreciation rights, performance shares or performance unit awards. Each such stock unit represents a right to receive one share of common stock at a future date determined in accordance with the participant's award agreement. Deferred stock units are fully vested upon grant and settled by distribution to the participant of a number of whole shares of common stock equal to the number of stock units subject to the award upon the earlier of the date on which the participant separates from service or a specific date elected by the participant at the time of his or her election to receive the deferred stock unit award. A holder of deferred stock units has no voting rights or other rights as a stockholder until shares of common stock are issued to the participant in settlement of the deferred stock units. However, participants holding deferred stock units may receive dividend equivalents credited in the form of additional stock units as determined by the Committee. Prior to settlement, deferred stock units may not be assigned or transferred other than by will or the laws of descent and distribution.

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PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN
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Other Stock-Based Awards

The 2016 LTIP permits the Committee to grant other awards based on the Company's stock or based on dividends paid on its stock.

Adjustments Upon Certain Corporate Events

In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, the 2016 LTIP provides for appropriate adjustments in (i) the maximum number and class of shares subject to the 2016 LTIP and to any outstanding awards, (ii) the award limits set out in the 2016 LTIP and (iii) the exercise price per share of any outstanding awards. Any fractional share resulting from an adjustment is rounded down to the nearest whole number, and at no time will the exercise price of any stock option or stock appreciation right be decreased to an amount less than par value of the stock subject to the award.

Change-in-Control.    The Committee may provide in any award agreement or, in the event of a change in control, take such actions as it deems appropriate to accelerate the exercisability and vesting of stock options or stock appreciation rights in connection with a change in control; provided such acceleration may not occur solely upon a change in control to the extent the stock option or stock appreciation right is being assumed or substituted with a similar award in connection with such change in control. Further, with respect to awards other than stock options and stock appreciation rights in the event of a change in control or in the event of a termination of employment following a change in control, the Committee may provide in any award agreement for the lapsing of vesting conditions or restrictions, restriction periods, performance goals or other limitations applicable to the stock subject to such award held by a participant whose service has not terminated prior to the change in control; provided such acceleration or waiver may not occur solely upon a change in control if the awards are assumed or substituted. If a change in control occurs, the surviving, continuing, successor or purchasing corporation or parent corporation thereof may either assume the Company's rights and obligations under the outstanding awards or substitute substantially equivalent awards without the consent of the participant. With respect to awards that are not assumed or substituted with substantially equivalent awards, nor exercised as of the date of the change in control, will terminate and cease to be outstanding effective as of the date of the change in control.

Duration, Amendment and Termination

The Board may amend or terminate the 2016 LTIP at any time. If not earlier terminated, the 2016 LTIP will continue in effect until the date on which all of the shares available for issuance under the 2016 LTIP have been issued, all restrictions on such shares under the terms of the 2016 LTIP have lapsed and the agreements evidencing awards have lapsed. However, awards will not be granted under the 2016 LTIP later than the tenth anniversary of the date it was originally approved by stockholders (March 8, 2026). No amendment authorized by the Board will be effective unless approved by stockholders of the Company if the amendment would (1) increase the number of shares reserved under the 2016 LTIP; (2) change the class of persons eligible to receive incentive stock options; (3) reprice any stock option or stock appreciation right (see "Repricing and Reload Options Prohibited" above) or (4) modify the 2016 LTIP in any other way that requires stockholder approval under applicable law.

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PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN
INCLUDING AN INCREASE IN THE SHARE RESERVE BY 74,500,000 SHARES

Awards Granted During Fiscal 2019 to Certain Persons under the 2016 LTIP

The following table shows information regarding the distribution of awards granted during fiscal 2019 under the 2016 LTIP among the persons and groups identified below. The number and dollar value of performance shares granted during fiscal 2019 reflects the maximum number of shares that could be earned based on satisfaction of the applicable performance goals. The dollar value of each award is based on the fair market value of our common stock on December 1, 2019 ($83.55).

  Name and Position
Number of
Restricted Stock
Units (or
Deferred Stock
Units for
Directors)
Granted (#)







Dollar Value
of Restricted
Stock Units (or
Deferred Stock
Units for
Directors)
Granted ($)







Number of
Performance
Stock Units
Granted (#)




Dollar
Value of
Performance
Stock Units
Granted ($)





Number of
Special Stock
Awards
Granted (#)




Dollar Value
of Special
Stock Awards
Granted ($)




  Steve Mollenkopf
Chief Executive Officer
156,986 13,116,180 143,186 11,963,190 40,794 3,408,339  
  Akash Palkhiwala
Executive Vice President
and Chief Financial Officer


53,925 4,505,434 167 13,953
  Cristiano R. Amon
President
60,178 5,027,872 128,866 10,766,754 24,930 2,082,902  
  James H. Thompson
Executive Vice President,
Engineering, Qualcomm
Technologies, Inc. and
Chief Technology Officer




54,161 4,525,152 115,980 9,690,129 19,264 1,609,507
  Alexander H. Rogers
Executive Vice President
and President, Qualcomm
Technology Licensing
30,089 2,513,936 64,434 5,383,461 15,865 1,325,521  
  George S. Davis
Former Executive Vice
President and Chief
Financial Officer



  David E. Wise
Former Senior Vice
President and Interim
Chief Financial Officer
20,616 1,722,467 2,958 247,141  
  All executive officers
as a group
(10 persons)


437,639 36,564,738 584,558 48,839,821 135,141 11,291,031
  All directors, who are not
executive officers, as a group
(12 persons) (1)
53,769 4,492,400  
  All employees, who are not
executive officers, as a group
(30,334 persons)


18,846,801 1,574,650,224 1,459,769 121,963,700
(1)
Amount includes 3,986 fully vested deferred stock units granted to non-employee directors in lieu of their annual cash retainer granted under the non-employee director compensation program.

Aggregate Past Grants Under the 2016 LTIP

The following table shows information regarding the distribution of aggregate past awards under the 2016 LTIP among the persons and groups identified below. The number of performance shares that were subject to past awards and the number of

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performance shares that are outstanding at December 1, 2019 reflect the maximum number of shares that could be earned based on satisfaction of the applicable performance goals.

    Stock Options
Restricted Stock Units/Deferred
Stock Units/Performance Stock Units/
Common Stock



 
 





Number of
 
Number of
Shares


Number of
Shares


Number of Shares
Underlying Options as


Number of
Units/Shares


Number of
Units/Shares
Vested as of



Units/Shares
and Unvested
as of



 
Subject to
Acquired
of December 1, 2019
Subject to
December 1,
December 1,
  Name and Position (1)
Past Grants
On Exercise
Exercisable
Unexercisable
Past Awards
2019 (3)
2019 (3)
  Steve Mollenkopf
Chief Executive Officer
496,397 165,465 330,932 1,120,082 40,794 1,140,964  
  Akash Palkhiwala
Executive Vice President
and Chief Financial Officer


101,743 29,607 75,246
  Cristiano R. Amon
President
693,141 116,153 610,306  
  James H. Thompson
Executive Vice President,
Engineering, Qualcomm
Technologies, Inc. and
Chief Technology Officer




532,386 72,897 481,582
  Alexander H. Rogers,
Executive Vice President
and President, Qualcomm
Technology Licensing
323,039 71,519 264,708  
  George S. Davis
Former Executive Vice
President and Chief
Financial Officer



331,141 15,303
  David Wise
Former Senior Vice
President and Interim
Chief Financial Officer
43,364 26,066  
  All current executive officers
as a group (8 persons)

496,397 165,465 330,932 3,682,888 489,414 3,378,736
  All current directors, who are not
executive officers, as a group
(11 persons) (2)
163,341 174,525 139,623  
  All current employees, who are not
executive officers, as a group
(31,472 persons)


59,073,145 24,284,228 36,719,420
(1)
No options or other awards were granted to nominees for election as a director, or associates of directors, executive officers or director nominees, and no other person received 5% of the options or awards under the 2016 LTIP.
(2)
Amount includes 12,525 fully vested deferred stock units granted to non-employee directors in lieu of their annual cash retainer granted under the non-employee director compensation program.
(3)
Includes accrued dividend equivalents.

Federal Income Tax Information

The following discussion is intended to be a general summary only of the federal income tax aspects of awards granted under the 2016 LTIP and not of state or local taxes that may apply to awards under the 2016 LTIP. Tax consequences may vary depending on particular circumstances, and administrative and judicial interpretations of the application of the federal income tax laws are subject to change. Participants in the 2016 LTIP who are residents of or are employed in a country other than the United States may be subject to taxation in accordance with the tax laws of that particular country in addition to or in lieu of

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PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN
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United States federal income taxes. This discussion is based on the provisions of the Code in effect at the time this summary was drafted for inclusion in this Proxy Statement. It does not include a discussion of or anticipate changes that may become effective or be implemented after December 31, 2019. Subsequent developments in the U.S. federal income tax law could have a material effect on the U.S. federal income tax consequences of awards granted under the 2016 LTIP.

Incentive Stock Options.    An optionee recognizes no taxable income for regular income tax purposes as the result of the grant or exercise of an incentive stock option. Optionees who do not dispose of their shares for at least two years following the date the incentive stock option was granted or within one year following the exercise of the option normally will recognize a long-term capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies both such holding periods upon a sale of the shares, the Company will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares either within two years after the date of grant or within one year from the date of exercise (referred to as a "disqualifying disposition"), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be treated as a capital gain. If a loss is recognized, it will be a capital loss. A capital gain or loss will be long-term if the optionee's holding period is more than 12 months. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by the Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code or the regulations thereunder. The difference between the option exercise price and the fair market value of the shares on the exercise date of an incentive stock option is an adjustment in computing the optionee's alternative minimum taxable income and may be subject to an alternative minimum tax, which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.

Nonstatutory Stock Options and Stock Appreciation Rights.    Nonstatutory stock options and stock appreciation rights have no special tax status. A holder of these awards generally does not recognize taxable income as the result of the grant of such award. Upon exercise of a nonstatutory stock option or stock appreciation right, the holder normally recognizes ordinary income in an amount equal to the difference between the exercise price and the fair market value of the shares on the exercise date. If the holder is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option or stock appreciation right, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. A capital gain or loss will be long-term if the holding period of the shares is more than 12 months. The Company generally is entitled to a deduction equal to the amount of ordinary income recognized by the optionee as a result of the exercise of a nonstatutory stock option or stock appreciation right, except to the extent such deduction is limited by applicable provisions of the Code or the regulations thereunder. No tax deduction is available to the Company with respect to the grant of a nonstatutory stock option or stock appreciation right or the sale of the stock acquired pursuant to such grant.

Restricted Stock.    A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the "determination date." The determination date is the date on which the participant acquires the shares unless the shares are subject to a substantial risk of forfeiture and are not transferable, in which case the determination date is the earlier of (i) the date on which the shares become transferable or (ii) the date on which the shares are no longer subject to a substantial risk of forfeiture. If the determination date is after the date on which the participant acquires the shares, the participant may elect, pursuant to Section 83(b) of the Code, to have the date of acquisition be the determination date by filing an election with the Internal Revenue Service no later than 30 days after the date on which the shares are acquired. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the determination date, will be taxed as capital gain or loss. The Company generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

Performance Shares, Performance Units and Restricted Stock Unit Awards.    A participant generally will recognize no income upon the receipt of a performance share, performance unit or restricted stock unit award. Upon the settlement of such an award, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any substantially vested shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. If the participant receives shares of restricted stock, the participant generally will be taxed in the same manner as described under "Restricted Stock" above. Upon the sale of any

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shares received, any gain or loss, based on the difference between the sale price and the fair market value on the determination date (as defined under "Restricted Stock"), will be taxed as capital gain or loss. The Company generally is entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

Deferred Compensation Awards.    A participant generally will recognize no income upon the receipt of a deferred compensation award. Upon the settlement of the award, the participant normally will recognize ordinary income in the year of settlement in an amount equal to the fair market value of the shares received. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the date they were transferred to the participant, will be taxed as capital gain or loss. The Company generally is entitled to a deduction equal to the amount of ordinary income recognized by the participant, except to the extent such deduction is limited by applicable provisions of the Code. Deferred compensation awards, when granted, would generally be subject to the requirements of Section 409A of the Code, which would impose certain restrictions on the timing and form of payment of deferred compensation.

Limitation on Company Deductions.    Generally, Section 162(m) of the Internal Revenue Code disallows a tax deduction to any publicly-held corporation for any remuneration in excess of $1.0 million paid in any taxable year to its principal executive officer, principal financial officer or any of its three most highly-compensated named executive officers (other than its chief principal executive officer or principal financial officer). With respect to fiscal years beginning before December 31, 2017, and for compensation paid pursuant to certain binding written contracts in effect on November 2, 2017, that are not later materially modified, an exception may apply for certain "performance-based compensation" meeting various requirements. While the Committee considers the deductibility of compensation as one factor in determining executive compensation, the Committee believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating and retaining key employees.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information regarding outstanding equity awards and shares reserved for future issuance under our equity compensation plans as of September 29, 2019 (number of shares in thousands):

  Plan Category
Number of Shares to be Issued Upon Exercise / Vesting of Outstanding Awards
Weighted Average Exercise Price of Outstanding Options (1)
Number of Shares Remaining Available for Future Issuance
  Equity compensation plans approved by stockholders (2) 32,046  (4) $ 56.15 83,214  (5)  
  Equity compensation plans not approved by stockholders (3) 32 $ 35.43
  Total 32,078 $ 55.57 83,214  
(1)
Weighted Average Exercise Price of Outstanding Options does not include outstanding performance stock units, time-based restricted stock units and performance-based restricted stock units, all of which were granted under equity compensation plans approved by stockholders.
(2)
Consists of three Company plans: the QUALCOMM Incorporated 2006 Long-Term Incentive Plan (2006 LTIP), the QUALCOMM Incorporated 2016 Long-Term Incentive Plan (2016 LTIP) and the Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan, as amended (ESPP).
(3)
Consists of equity compensation plans assumed in connection with mergers and acquisitions.
(4)
Includes approximately 31,447,000 shares that may be issued pursuant to performance stock units, time-based restricted stock units, performance-based restricted stock units and stock options granted under the 2006 LTIP and the 2016 LTIP. The performance stock units include the maximum number of shares that may be issued.
(5)
Includes approximately 32,769,000 shares reserved for issuance under the ESPP.

REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a broker and you do not instruct the broker on how to vote on this proposal, your broker will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum, but will not have any effect on the outcome of the proposal.

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PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN
INCLUDING AN INCREASE IN THE SHARE RESERVE BY 74,500,000 SHARES

Should stockholder approval not be obtained, the proposed amendment and restatement of the 2016 LTIP will not be implemented, and the 2016 LTIP will continue in effect pursuant to its current terms.

The Board believes that the proposed amendment and restatement of the 2016 LTIP is in the best interest of the Company and its stockholders for the reasons stated above.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSED AMENDMENT AND RESTATEMENT OF THE 2016 LTIP, INCLUDING AN INCREASE IN THE SHARE RESERVE BY 74,500,000 SHARES.

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PROPOSAL 4: ADVISORY VOTE FOR APPROVAL OF OUR EXECUTIVE COMPENSATION

This stockholder advisory vote, commonly known as "Say-on-Pay," is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, and gives our stockholders the opportunity to approve or not approve, on a non-binding advisory basis, the compensation paid to our named executive officers (NEOs). At our 2014 Annual Meeting of Stockholders, stockholders voted for the "Say-on-Pay" vote be held annually.

The Board recommends a vote "FOR" the following resolution:


"Resolved, that the stockholders of QUALCOMM Incorporated hereby approve, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, as disclosed in this proxy statement, including in the Compensation Discussion and Analysis, compensation tables and narrative disclosures."

COMPENSATION PROGRAM BEST PRACTICES

We continued our many ongoing executive compensation practices that promote consistent leadership, decision-making and actions without taking inappropriate or unnecessary risks. These practices are discussed in detail in the Compensation Discussion and Analysis (CD&A) section and include:

A significant portion of our executive officers' total direct compensation (TDC) varies with Company financial and stock-price performance.

We cap earnouts of performance-based compensation granted in the form of annual bonuses and long-term performance stock units (PSUs) at 200% of target awards, with relative TSR PSU awards capped at 100% of target if absolute TSR is negative over the three-year performance period.

Our compensation decisions are made with both prevalent practices and comparative performance information as background, using objectively selected smaller and larger peers, where the Company is reasonably positioned in the middle of the range.

The HR and Compensation Committee engages an independent compensation consultant to advise on matters, including information on trends and regulatory developments, recommendations for potential peer companies, analyses of competitive practices for executive officers and directors, assessment of compensation-related risks and aggregate equity compensation spending.

We have a risk management process that includes compensation, talent management and succession planning.

We have stock ownership guidelines for executive officers and directors.

We do not provide tax gross-ups unless they are directly business related and provided under a policy generally applicable to all eligible employees, such as relocation.

We have a clawback policy that applies to cash incentives in the event of a material accounting restatement.

Our insider trading policy includes a prohibition on hedging and pledging of our common stock covering all executive officers and directors.

EFFECT OF THIS RESOLUTION

Because your vote is advisory, it will not be binding upon the Company, the Board or the HR and Compensation Committee. However, we value the opinions of our stockholders, and the HR and Compensation Committee will take into account the outcome of this vote when considering future compensation decisions.

REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote on this proposal, they will not have the authority to vote your shares. Abstentions and broker non-votes will each

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PROPOSAL 4: ADVISORY VOTE FOR APPROVAL OF OUR EXECUTIVE COMPENSATION

be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the proposal.

The Board believes that the compensation of our NEOs, as described in the CD&A, compensation tables and narrative disclosures, is appropriate for the reasons discussed herein.

THE BOARD RECOMMENDS AN ADVISORY VOTE "FOR" APPROVAL OF OUR EXECUTIVE COMPENSATION.

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PROPOSAL 5: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

We are required by Section 14A of the Securities Exchange Act of 1934, as amended, to seek stockholder input at least every six years regarding how frequently we should hold stockholder advisory votes on our executive compensation, commonly known as the "Say-on-Pay" vote. We last sought stockholder input on the frequency of our Say-on-Pay vote in 2014 and have conducted annual advisory votes on Say-on-Pay since then. At the Annual Meeting, we are requesting that our stockholders indicate whether you would prefer annual, biennial (every two years) or triennial (every three years) "Say-on-Pay" votes. We currently expect to again seek stockholder input regarding how frequently we should hold our "Say-on-Pay" vote in 2026.

Because your vote is advisory, it will not be binding upon the Company or the Board. However, we value the opinions of our stockholders, and the Board will take into account the outcome of this vote when considering the appropriate frequency of future advisory votes on our executive compensation.

REQUIRED VOTE AND BOARD RECOMMENDATION

We have afforded our stockholders the opportunity to express their opinions regarding our executive compensation annually since the "Say-on-Pay" advisory vote requirement went into effect in 2011. We acknowledge current governance expectations related to providing stockholders an annual opportunity to express their opinions on executive compensation. We also note the wide adoption of annual "Say-on-Pay" votes, both among our peer companies and more broadly. We have been responsive to previous "Say-on-Pay" outcomes and to other feedback we have received from our stockholders. As a result of the current expectations of investors and prevailing as well as our own practices, the Board recommends an "annual" advisory vote on executive compensation.

The frequency for holding stockholder advisory votes on our executive compensation (annual, biennial or triennial) receiving the highest number of votes cast in person or by proxy at the Annual Meeting at which a quorum is present will be considered the frequency preferred by our stockholders. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote on this proposal, they will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the proposal.

THE BOARD RECOMMENDS A VOTE FOR AN "ANNUAL" ADVISORY VOTE ON EXECUTIVE COMPENSATION.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our common stock as of December 10, 2019, unless otherwise indicated, by: (i) each stockholder known to us to have greater than a 5% ownership interest (based solely on our review of Schedules 13D and 13G filed with the SEC); (ii) each of our NEOs; (iii) each current director and nominee for director; and (iv) all of our current executive officers and directors as a group.

  Amount and Nature of
Beneficial Ownership (1)


  Name of Beneficial Owner
Number of Shares
Percent of Class
  Vanguard Group Inc. (2) 97,218,322 8.48%  
  BlackRock, Inc. (3) 96,753,870 8.44%
  Steve Mollenkopf (4) 861,661 *  
  Akash Palkhiwala 24,255 *
  Cristiano R. Amon 50,434 *  
  James H. Thompson (5) 174,601 *
  Alexander H. Rogers 14,982 *  
  George S. Davis (6) 142,642 *
  David Wise (7) 27,227 *  
  Barbara T. Alexander (8) 41,849 *
  Mark Fields (9) *  
  Jeffrey W. Henderson (10) 4,067 *
  Ann M. Livermore (11) 14,164 *  
  Harish Manwani (12) 8,717 *
  Mark D. McLaughlin (13) 15,061 *  
  Clark T. Randt, Jr. (14) 2,203 *
  Francisco Ros (15) 10,552 *  
  Irene B. Rosenfeld (16) 500 *
  Kornelis "Neil" Smit (17) *  
  Anthony J. Vinciquerra (18) 5,479 *
  All current executive officers and directors as a group (19 persons) (19) 1,340,730 *  
*
Less than 1%
(1)
The information for officers and directors in this table is based upon information supplied by those officers and directors. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 1,146,367,762 shares outstanding on December 10, 2019, adjusted as required by rules promulgated by the SEC.
(2)
Represents shares of Qualcomm common stock beneficially owned as of December 31, 2018 based on a Schedule 13G/A filed on February 12, 2019 by The Vanguard Group. In such filing, The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355, and indicates that it has sole voting power with respect to 1,463,412 shares of our common stock, shared voting power with respect to 311,047 shares of our common stock, sole dispositive power with respect to 95,472,727 shares of our common stock, and shared dispositive power with respect to 1,745,595 shares of our common stock.
(3)
Represents shares of Qualcomm common stock beneficially owned as of December 31, 2018 based on a Schedule 13G/A filed on February 6, 2019 by BlackRock, Inc. In such filing, BlackRock, Inc. lists its address as 55 East 52nd Street, New York, NY 10055, and indicates that it has sole voting power with respect to 86,179,798 shares of our common stock, and sole dispositive power with respect to 96,753,870 shares of our common stock.
(4)
Includes 696,196 shares held in family trusts. Also includes 165,465 shares issuable upon exercise of stock options exercisable within 60 days of December 10, 2019.
(5)
Includes 4,539 shares held in trusts for the benefit of his children and 90,906 shares held in Grantor Trusts for the benefit of Dr. Thompson and his spouse. Dr. Thompson disclaims all beneficial ownership for the shares held in trusts for the benefit of his children.
(6)
Includes 142,642 shares held in family trusts as of April 2, 2019, his last day of employment.
(7)
Amounts disclosed for Mr. Wise are as of August 23, 2019, his last day of employment.
(8)
Includes 41,637 shares held in family trusts and 212 fully vested deferred stock units and related dividend equivalents to be released within 60 days. Excludes 15,241 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
(9)
Excludes 2,953 fully vested deferred stock units and dividend equivalents that settle on April 5, 2021 and 5,852 fully vested deferred stock units and dividend equivalents that settle upon retirement from the Board.

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(10)
Excludes 12,865 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
(11)
Includes 80 shares held in family trusts and 14,084 shares held in Grantor Retained Annuity Trusts for the benefit of Ms. Livermore. Excludes 12,865 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
(12)
Includes 8,717 shares held jointly with his spouse. Excludes 12,865 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
(13)
Includes 14,636 shares held in family trusts and 425 fully vested deferred stock units and related dividend equivalents to be released within 60 days. Excludes 17,621 fully vested deferred stock units and dividend equivalents that settle upon retirement from the Board.
(14)
Includes 2,203 shares held jointly with his spouse. Excludes 6,448 fully vested deferred stock units and dividend equivalents that settle on March 4, 2020 and 12,865 fully vested deferred stock units and dividend equivalent shares that settle three years after the date of grant.
(15)
Includes 10,552 shares held jointly with his spouse. Excludes 12,865 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
(16)
Includes 500 shares held jointly with her spouse. Excludes 1,627 fully vested deferred stock units and dividend equivalents that settle on April 5, 2021 and 4,310 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
(17)
Excludes 2,953 fully vested deferred stock units and dividend equivalents that settle on April 5, 2021 and 5,579 fully vested deferred stock units and dividend equivalents that settle upon retirement from the Board.
(18)
Includes 5,479 shares held in family trusts. Excludes 18,523 fully vested deferred stock units and dividend equivalents that settle upon retirement from the Board.
(19)
Includes 165,465 shares issuable upon exercise of stock options exercisable within 60 days of December 10, 2019. Also includes 637 fully vested deferred stock units and dividend equivalents to be released within 60 days of December 10, 2019 for all directors and executive officers as a group. Excludes 145,432 fully vested deferred stock units and related dividend equivalents.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of our HR and Compensation Committee are, or have been, employees or officers of the Company. During fiscal 2019, no member of the HR and Compensation Committee had any relationship with us requiring disclosure under Item 404 of Regulation S-K. During fiscal 2019, none of our executive officers served on the compensation committee (or equivalent) or board of another entity that has or has had one or more executive officers who served on our HR and Compensation Committee or Board.

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CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS

Our Code of Ethics states that our executive officers and directors, including their immediate family members, are charged with avoiding situations in which their personal, family or financial interests conflict with those of the Company. Our Conflicts of Interest and Outside Activities policy provides additional rules regarding the employment of relatives. In accordance with its charter, the Audit Committee is responsible for reviewing and approving transactions between the Company and any directors or executive officers or any of such person's immediate family members or affiliates (other than employment and compensation related transactions, which are subject to review by the HR and Compensation Committee pursuant to its charter), which would be reportable as a related-person transaction under SEC rules. In considering the proposed arrangement, the Audit Committee or HR and Compensation Committee, as appropriate, will consider the relevant facts and circumstances and the potential for conflicts of interest or improprieties.

During fiscal 2019, we employed the family members or other related persons of certain of our executive officers. The HR and Compensation Committee reviewed and approved the related-person transactions below.

Those employees whose compensation (salary, cash incentives and grant date fair value of equity awards) exceeded $120,000 are discussed below, all of whom were adults who did not live with the related director or executive officer, except as otherwise described below. Each family member or other related person is compensated according to our standard practices, including participation in our employee benefit plans generally made available to employees of a similar responsibility level. We do not view any of the executive officers as having a beneficial interest in the compensation of family members or other related person described below that is material to them or the Company. Restricted stock units were granted under our 2016 Long-Term Incentive Plan, and generally vest over three years from the grant date, contingent upon continued service with the Company.

Cristiano R. Amon, President, is the brother of Rogerio Amon, who serves as a Senior Director, Program Management, Qualcomm Technologies, Inc. During fiscal 2019, Rogerio Amon earned $218,894 in base salary and $74,002 in cash incentives and received a restricted stock unit grant of 3,578 shares with a grant date fair value of $225,020 and a special one-time fully vested stock award of 134 shares with a grant date fair value of $10,033.

Steve Mollenkopf, Chief Executive Officer, is the brother of James D. Mollenkopf, who serves as a Vice President, Strategic Development, Qualcomm Technologies, Inc. During fiscal 2019, James D. Mollenkopf earned $281,859 in base salary and $104,340 in cash incentives and received a restricted stock unit grant of 6,043 shares with a grant date fair value of $380,044 and a special one-time fully vested stock award of 167 shares with a grant date fair value of $12,503.

Michelle M. Sterling, Executive Vice President, Human Resources, shares her household with Mark E. Palamar, who serves as a Senior Director, Procurement. During fiscal 2019, Mark E. Palamar earned $233,930 in base salary and $50,690 in cash incentives and received a restricted stock unit grant of 1,591 shares with a grant date fair value of $100,058 and a special one-time fully vested stock award of 134 shares with a grant date fair value of $10,033. Michelle M. Sterling's sister, Deana K. Lemonovich, serves as a Project Analyst, Staff, Qualcomm Technologies, Inc. During fiscal 2019, Deana K. Lemonovich earned $98,589 in base salary and $8,209 in cash incentives and received a restricted stock unit grant of 255 shares with a grant date fair value of $16,037 and a special one-time fully vested award of 61 shares with a grant date fair value of $4,567.

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HR AND COMPENSATION COMMITTEE REPORT

The HR and Compensation Committee reviewed and discussed the Compensation Discussion and Analysis (CD&A) with management. Based on this review and discussion, the HR and Compensation Committee recommended to the Board that the CD&A be included in our 2020 Proxy Statement.


 

 

 
    HR AND COMPENSATION COMMITTEE