UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 6, 2023
(Exact Name of Registrant as Specified in Charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As described in Item 5.07 below, at the 2023 Annual Meeting of Stockholders on April 3, 2023 (the “2023 Annual Meeting”), the stockholders of Broadcom Inc. (“Broadcom”) approved the amendment and restatement of the 2012 Stock Incentive Plan (the “2012 Plan”). The Board of Directors of Broadcom had previously approved the 2012 Plan on February 6, 2023, subject to stockholder approval. All executive officers of Broadcom are eligible to participate in the 2012 Plan.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting, the Broadcom stockholders voted on the following matters and cast their votes as set forth below:
(1)The nine nominees were elected to serve as directors of Broadcom until the next annual meeting of stockholders or until their successors have been elected:
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Diane M. Bryant | 305,968,175 | 32,990,597 | 185,578 | 33,995,313 | ||||||||||
| Gayla J. Delly | 335,250,160 | 3,712,380 | 181,810 | 33,995,313 | ||||||||||
| Raul J. Fernandez | 335,050,222 | 3,892,636 | 201,492 | 33,995,313 | ||||||||||
| Eddy W. Hartenstein | 270,500,911 | 68,445,897 | 197,542 | 33,995,313 | ||||||||||
| Check Kian Low | 302,879,425 | 36,075,842 | 189,083 | 33,995,313 | ||||||||||
| Justine F. Page | 337,145,694 | 1,821,578 | 177,078 | 33,995,313 | ||||||||||
| Henry Samueli, Ph.D. | 331,420,390 | 7,565,207 | 158,753 | 33,995,313 | ||||||||||
| Hock E. Tan | 338,356,295 | 647,634 | 140,421 | 33,995,313 | ||||||||||
| Harry L. You | 206,154,557 | 132,804,793 | 185,000 | 33,995,313 | ||||||||||
(2)A proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Broadcom for the fiscal year ending October 29, 2023 was approved:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 368,187,655 | 4,664,492 | 287,516 | 0 | ||||||||
(3)A proposal to approve an amendment and restatement of the 2012 Stock Incentive Plan was approved:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 243,920,225 | 93,648,191 | 1,575,934 | 33,995,313 | ||||||||
(4)An advisory vote to approve the named executive officer compensation was not approved:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 109,116,393 | 228,382,090 | 1,645,867 | 33,995,313 | ||||||||
(5)A majority of stockholders voted for 1 Year on an advisory vote on the frequency of the advisory vote on named executive officer compensation:
| 1 year | 2 years | 3 years | Abstain | Broker Non-Votes | ||||||||||
| 333,255,177 | 266,327 | 4,041,121 | 1,581,725 | 33,995,313 | ||||||||||
Based on these results, and consistent with Broadcom’s recommendation and past practice, Broadcom will continue to hold an advisory vote on named executive officer compensation annually.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 6, 2023
Broadcom Inc. By: /s/ Kirsten M. Spears Name: Kirsten M. Spears Title: Chief Financial Officer and Chief Accounting Officer | |||||