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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o | Preliminary Proxy Statement | |
þ | Definitive Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to §240.14a-12 |
Broadcom Corporation
Payment of Filing Fee (Check the appropriate box):
þ | Fee not required. | ||||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | ||||
(1) | Title of each class of securities to which transaction applies: | ||||
(2) | Aggregate number of securities to which transaction applies: | ||||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||||
(4) | Proposed maximum aggregate value of transaction: | ||||
(5) | Total fee paid: | ||||
o | Fee paid previously with preliminary materials. | ||||
o | 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. | ||||
(1) | Amount Previously Paid: | ||||
(2) | Form, Schedule or Registration Statement No.: | ||||
(3) | Filing Party: | ||||
(4) | Date Filed: |
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5300 California Avenue
Irvine, California92617-3038
Sincerely, | ||
![]() | ![]() | |
Henry Samueli, Ph.D. | Scott A. McGregor | |
Chairman of the Board and Chief Technical Officer | President and Chief Executive Officer |
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1. | To elect the following persons to serve on our Board of Directors until the next annual meeting of shareholdersand/or until their successors are duly elected and qualified: George L. Farinsky, Nancy H. Handel, John E. Major, Scott A. McGregor, Alan E. Ross, Henry Samueli, Ph.D. and Robert E. Switz. | |
2. | To approve an amendment and restatement of Broadcom’s 1998 Stock Incentive Plan, as previously amended and restated, that would (i) revise the automatic equity grant program for new and continuing non-employee directors, (ii) extend the term of the plan through March 12, 2018, (iii) revise the adjustments that may be made to certain performance criteria that may serve as the vesting conditions for performance-based awards made under the plan, and (iv) effect various technical revisions and improvements. | |
3. | To approve an amendment and restatement of Broadcom’s 1998 Employee Stock Purchase Plan, as previously amended and restated, that would (i) extend the term of the plan through April 30, 2018, (ii) revise the automatic share increase provision of the plan so that the number of shares of Class A common stock that will be automatically added to the share reserve on the first trading day of January each calendar year will increase from 1.00% to 1.25% of the total number of shares of Class A and Class B common stock outstanding on the last trading day of the immediately preceding calendar year, and (iii) effect various technical revisions and improvements. | |
4. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2008. | |
5. | To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. |
![(-s- David A. Dull)](https://capedge.com/proxy/DEF 14A/0000892569-08-000694/a37173dq2737419.gif)
David A. Dull | ||
Irvine, California April 29, 2008 | Senior Vice President, Business Affairs, General Counsel and Secretary |
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©2008 Broadcom Corporation. All rights reserved. | ![]() |
PROXY STATEMENT
FOR THE 2008 ANNUAL MEETING OF SHAREHOLDERS
JUNE 19, 2008
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* | These items are not considered proxy solicitation materials and are not deemed filed with the Securities and Exchange Commission (SEC). |
† | Appendices A and B have been filed with the SEC but are not printed as part of the proxy solicitation materials. Any shareholder who wishes to obtain a copy of an appendix may do so free of charge from the SEC’S website atwww.sec.govor from our website atwww.broadcom.com/investors or by writing to Investor Relations, Broadcom Corporation, P.O. Box 57013, Irvine, California92619-7013. |
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FOR THE 2008 ANNUAL MEETING OF SHAREHOLDERS
JUNE 19, 2008
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THE 2008 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 19, 2008.
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![(Committee Chart)](https://capedge.com/proxy/DEF 14A/0000892569-08-000694/a37173da3717301.gif)
(1) | Mr.��Wolfen also served as a member of the Audit Committee through May 2, 2007. |
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• | Both committees generally meet monthly on the fifth day of the month, or on the next earlier business day if the fifth day falls on a weekend or holiday, to consider proposed equity awards. Both committees refrain from using unanimous written consents to approve equity awards. | |
• | Before each meeting, each committee receives a report detailing proposed new hire, patent incentive and other equity awards. The report lists (i) the proposed grants by employee name and position, (ii) the number of optionsand/or RSUs proposed to be granted, (iii) proposed vesting schedules, and (iv) whether the grant is within the equity award guidelines set by the Compensation Committee. The reports are delivered to the members of each committee before the meeting. | |
• | Each meeting convenes after the close of regular trading hours on the Nasdaq Global Select MarketSM and is attended by an in-house attorney who records minutes of the meeting. | |
• | Each committee reviews the pre-circulated list of proposed grants presented to it and considers and acts upon the proposals. If the equity awards are approved, the employees are notified promptly of the awards granted to them. | |
• | Annual equity awards made to continuing employees are made in connection with our annual employee reviews as described above. |
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• | Independence from management; | |
• | Depth of understanding of technology, manufacturing, sales and marketing, financeand/or other elements directly relevant to our business; | |
• | Education and professional background; | |
• | Judgment, skill, integrity and reputation; | |
• | Existing commitments to other businesses as a director, executive or owner; | |
• | Personal conflicts of interest, if any; and | |
• | The size and composition of our existing Board. |
• | Documentation supporting that the writer is a shareholder of Broadcom and has been a beneficial owner of shares representing more than one percent (1%) of our then outstanding shares of common stock for at least one year, and a statement that the writer is recommending a candidate for nomination as a director; | |
• | A resume of the candidate’s business experience and educational background that also includes the candidate’s name, business and residence addresses, and principal occupation or employment and an explanation of how the candidate’s background and qualifications are directly relevant to our business; | |
• | The number of shares of our common stock beneficially owned by the candidate; | |
• | A statement detailing any relationship, arrangement or understanding, formal or informal, between or among the candidate, any affiliate of the candidate, and any customer, supplier or competitor of Broadcom, or any other relationship, arrangement or understanding that might affect the independence of the candidate as a member of the Board or jeopardize the independent standing of our independent registered public accounting firm; |
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• | Detailed information describing any relationship, arrangement or understanding, formal or informal, between or among the proposing shareholder, the candidate, and any affiliate of the proposing shareholder and the candidate; | |
• | Any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of such candidate as a director; and | |
• | A signed consent of the candidate to serve as a director, if nominated and elected. |
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• | Annual Award. On the date of each annual meeting of shareholders, each individual who was to continue to serve as a non-employee director after the annual meeting would automatically be granted an option to purchase 10,000 shares of Class A common stock and an award of RSUs covering 5,000 shares of Class A common stock. | |
• | Initial Grant. Each individual first elected or appointed as a non-employee director on or after February 24, 2006, other than at an annual meeting of shareholders, would, on the date he or she commenced service as a non-employee director, automatically be granted a prorated award based on the annual stock option grant and RSU award described above. The proration would be based on the number of months that would elapse between the date he or she commenced service as a non-employee director and the next May 5th. None of our directors received an initial grant during 2007. |
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Fees Earned or | Stock | Option | ||||||||||||||
Director | Paid in Cash(1) | Awards(2)(4) | Awards(3)(4) | Total | ||||||||||||
George L. Farinsky | $ | 100,000 | $ | 178,466 | $ | 112,643 | $ | 391,109 | ||||||||
Maureen E. Girkins | 75,000 | 366,903 | 278,527 | 720,430 | ||||||||||||
Nancy H. Handel | 115,000 | 374,705 | 285,284 | 774,989 | ||||||||||||
John E. Major | 115,000 | 178,466 | 126,697 | 420,163 | ||||||||||||
Alan E. Ross | 75,000 | 178,466 | 112,643 | 366,109 | ||||||||||||
Robert E. Switz | 115,000 | 178,466 | 239,149 | 532,615 | ||||||||||||
Werner F. Wolfen | 85,000 | 178,466 | 112,643 | 376,109 |
(1) | For a description of annual non-employee director retainer fees and retainer fees for chair positions and for service as Lead Independent Director, see the disclosure above under “Cash Compensation.” |
Amount of | ||||
Special Litigation Committee Member | Payment | |||
Nancy H. Handel, Chair | $ | 40,000 | ||
John E. Major | 30,000 | |||
Robert E. Switz | 30,000 |
(2) | The amounts shown are the compensation costs recognized in our financial statements for 2007 related to RSUs awarded to each non-employee director in 2007 and prior years, to the extent we recognized compensation cost in 2007 for such awards in accordance with the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004),Share-Based Payment,referred to in this proxy statement as SFAS 123R. The fair values of the RSUs awarded were calculated based on the fair market value of the underlying shares of Class A common stock on the respective award dates and were not adjusted to take into account any estimated forfeitures. The following table shows the portion of the overall amount of the compensation cost in 2007 attributable to each RSU award: |
Number of Shares of | ||||||||||
Stock Underlying | ||||||||||
RSUs Associated | ||||||||||
with Compensation | Compensation | |||||||||
Director | RSU Award Date | Cost in 2007 | Cost in 2007 | |||||||
George L. Farinsky | April 27, 2006 | 1,739 | $ | 71,734 | ||||||
May 2, 2007 | 3,261 | 106,732 | ||||||||
Maureen E. Girkins | November 15, 2005 | 6,136 | 188,437 | |||||||
April 27, 2006 | 1,739 | 71,734 | ||||||||
May 2, 2007 | 3,261 | 106,732 | ||||||||
Nancy H. Handel | November 22, 2005 | 6,144 | 196,239 | |||||||
April 27, 2006 | 1,739 | 71,734 | ||||||||
May 2, 2007 | 3,261 | 106,732 | ||||||||
John E. Major | April 27, 2006 | 1,739 | 71,734 | |||||||
May 2, 2007 | 3,261 | 106,732 | ||||||||
Alan E. Ross | April 27, 2006 | 1,739 | 71,734 | |||||||
May 2, 2007 | 3,261 | 106,732 | ||||||||
Robert E. Switz | April 27, 2006 | 1,739 | 71,734 | |||||||
May 2, 2007 | 3,261 | 106,732 | ||||||||
Werner F. Wolfen | April 27, 2006 | 1,739 | 71,734 | |||||||
May 2, 2007 | 3,261 | 106,732 |
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(3) | The amounts shown are the compensation costs recognized in our financial statements for 2007 related to grants of stock options to each non-employee director in 2007 and prior years, to the extent we recognized compensation cost in 2007 for such awards in accordance with the provisions of SFAS 123R. For a discussion of the valuation assumptions used in the SFAS 123R calculations, see Note 8 of Notes to Consolidated Financial Statements, included in Part IV, Item 15 of our Annual Report onForm 10-K for the year ended December 31, 2007, referred to in this proxy statement as our 2007Form 10-K. The grant date fair values of the options used to calculate such compensation costs were not adjusted to take into account any estimated forfeitures. The following table shows the portion of the overall amount of the compensation cost in 2007 attributable to each award: |
Number of Shares of | ||||||||||||||
Stock Underlying | ||||||||||||||
Options Associated | ||||||||||||||
with Compensation | Compensation | |||||||||||||
Director | Option Grant Date | Exercise Price | Cost in 2007 | Cost in 2007 | ||||||||||
George L. Farinsky | April 27, 2006 | $ | 41.2500 | 3,478 | $ | 44,032 | ||||||||
May 2, 2007 | 32.7300 | 6,522 | 68,611 | |||||||||||
Maureen E. Girkins | November 15, 2005 | 30.7133 | 18,744 | 165,884 | ||||||||||
April 27, 2006 | 41.2500 | 3,478 | 44,032 | |||||||||||
May 2, 2007 | 32.7300 | 6,522 | 68,611 | |||||||||||
Nancy H. Handel | November 22, 2005 | 31.9467 | 18,745 | 172,641 | ||||||||||
April 27, 2006 | 41.2500 | 3,478 | 44,032 | |||||||||||
May 2, 2007 | 32.7300 | 6,522 | 68,611 | |||||||||||
John E. Major | January 30, 2003 | 8.4200 | 3,082 | 14,054 | ||||||||||
April 27, 2006 | 41.2500 | 3,478 | 44,032 | |||||||||||
May 2, 2007 | 32.7300 | 6,522 | 68,611 | |||||||||||
Alan E. Ross | April 27, 2006 | 41.2500 | 3,478 | 44,032 | ||||||||||
May 2, 2007 | 32.7300 | 6,522 | 68,611 | |||||||||||
Robert E. Switz | May 28, 2003 | 15.3500 | 15,205 | 126,506 | ||||||||||
April 27, 2006 | 41.2500 | 3,478 | 44,032 | |||||||||||
May 2, 2007 | 32.7300 | 6,522 | 68,611 | |||||||||||
Werner F. Wolfen | April 27, 2006 | 41.2500 | 3,478 | 44,032 | ||||||||||
May 2, 2007 | 32.7300 | 6,522 | 68,611 |
(4) | The following table shows the total number of shares of our Class A common stock subject to RSUs and option awards (vested and unvested) outstanding for each non-employee director as of December 31, 2007: |
Total RSU Awards | Total Option Awards | |||||||
Director | Outstanding | Outstanding | ||||||
George L. Farinsky | 2,500 | 166,250 | ||||||
Maureen E. Girkins | 21,252 | 95,000 | ||||||
Nancy H. Handel | 21,252 | 95,000 | ||||||
John E. Major | 2,500 | 76,250 | ||||||
Alan E. Ross | 2,500 | 20,000 | ||||||
Robert E. Switz | 2,500 | 128,750 | ||||||
Werner F. Wolfen | 2,500 | 196,250 |
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December 31, 2005 | 1,000 shares | |
December 31, 2006 | 2,000 shares | |
December 31, 2007 | 3,000 shares | |
December 31, 2008 | 4,000 shares | |
December 31, 2009 | 5,000 shares |
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Director | ||||||||||
Name | Age | Since | Positions with Broadcom | |||||||
George L. Farinsky(1) | 73 | 2002 | Director | |||||||
Nancy H. Handel(2) | 56 | 2005 | Director | |||||||
John E. Major(3) | 62 | 2003 | Director | |||||||
Scott A. McGregor(4) | 52 | 2005 | President, Chief Executive Officer and Director | |||||||
Alan E. Ross | 73 | 1995 | Director | |||||||
Henry Samueli, Ph.D.(5) | 53 | 1991 | Chairman of the Board and Chief Technical Officer | |||||||
Robert E. Switz(6) | 61 | 2003 | Director |
(1) | Chair of the Audit Committee. | |
(2) | Member of the Audit Committee. | |
(3) | Chair of the Compensation Committee, Member of the Audit, Equity Award and Nominating & Corporate Governance Committees. Provided he is re-elected as a member of the Board of Directors at the Annual Meeting, Mr. Major has also been designated Lead Independent Director, effective June 19, 2008. | |
(4) | Chair of the Equity Award Committee. | |
(5) | Member of the Equity Award Committee. | |
(6) | Chair of the Nominating & Corporate Governance Committee and Member of the Audit Committee. |
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• | Should shares of Class A common stock (or Class B common stock, as applicable) otherwise issuable under the 1998 Incentive Plan be withheld in satisfaction of the withholding taxes incurred in connection with the issuance, exercise or vesting of an Equity Award, the number of shares of Class A common stock (or Class B common stock, as applicable) available for issuance under the 1998 Incentive Plan will be reduced only by the net number of shares issued pursuant to that Equity Award. The withheld shares will not reduce the share reserve. | |
• | Upon the exercise of any stock appreciation right granted under the 1998 Incentive Plan, the share reserve will only be reduced by the net number of shares actually issued upon such exercise, and not by the gross number of shares as to which such stock appreciation right is exercised. |
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• | Tandem stock appreciation rights, which provide the holders with the right to surrender their options for an appreciation distribution in an amount equal to the excess of (i) the fair market value of the vested shares of Class A common stock subject to the surrendered option over (ii) the aggregate exercise price payable for those shares. | |
• | Standalone stock appreciation rights, which allow the holders to exercise those rights as to a specific number of shares of Class A common stock and receive in exchange an appreciation distribution in an amount equal to the excess of (i) the fair market value of the shares of Class A common stock as to which those rights are exercised over (ii) the aggregate base price in effect for those shares. The base price per share may not be less than the fair market value per share of the Class A common stock on the date the standalone stock appreciation right is granted, and the right may not have a term in excess of ten years. |
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• | Annual Award. On the date of each annual meeting of shareholders, beginning with the Annual Meeting, each individual who is to continue to serve as a non-employee director after that annual meeting will automatically be granted RSUs covering the number of shares of our Class A common stock (rounded up to the next whole share) determined by dividing the dollar sum of $300,000 by the fair market value per share of our Class A common stock on such date. There will be no limit on the number of such annual RSUs any one non-employee director may receive over his or her period of Board service. | |
• | Initial Grant. Each individual who commences service as a non-employee director upon his or her election to the Board at an annual meeting of shareholders will automatically be granted RSUs covering the number of shares of our Class A common stock (rounded up to the next whole share) determined by dividing the dollar sum of $300,000 by the fair market value per share of our Class A common stock on such date. Each individual who is first elected or appointed as a non-employee director other than at an annual meeting of shareholders will, on the date he or she commences service as a non-employee director, automatically be granted a RSU award covering that number of shares of our Class A common stock determined first by multiplying the $300,000 amount by a fraction, the numerator of which is the number of months (including any partial month, expressed as a fraction) that will elapse between the date he or she commences service as a non-employee director and the first May 5th following such commencement date and the denominator of which is 12 months, and then dividing that pro-rated dollar amount by the fair market value per share of our Class A common stock on such commencement date. |
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Number of Shares | Weighted Average | |||||||||||
Underlying | Exercise Price | Number of Shares | ||||||||||
Name and Position | Options Granted(#) | Per Share($) | Underlying RSUs(#) | |||||||||
Named Executive Officers | ||||||||||||
Scott A. McGregor | 230,000 | $ | 32.93 | 115,000 | ||||||||
President and Chief Executive Officer | ||||||||||||
Henry Samueli, Ph.D. | 115,000 | 32.93 | 57,500 | |||||||||
Chairman of the Board and Chief Technical Officer | ||||||||||||
Eric K. Brandt | 175,000 | 32.93 | 87,500 | |||||||||
Senior Vice President and Chief Financial Officer (effective March 26, 2007) | ||||||||||||
Bruce E. Kiddoo | 50,000 | 32.93 | 50,000 | |||||||||
Vice President, Corporate Controller (through August 31, 2007) & Acting Chief Financial Officer (through March 25, 2007) | ||||||||||||
David A. Dull | 65,000 | 32.93 | 32,500 | |||||||||
Senior Vice President, Business Affairs, General Counsel and Secretary | ||||||||||||
Thomas F. Lagatta | 50,000 | 32.93 | 25,000 | |||||||||
Senior Vice President, Worldwide Sales | ||||||||||||
Vahid Manian | 65,000 | 32.93 | 32,500 | |||||||||
Senior Vice President, Global Manufacturing Operations | ||||||||||||
Non-Employee Directors | ||||||||||||
George L. Farinsky | 10,000 | 32.73 | 5,000 | |||||||||
Maureen E. Girkins | 10,000 | 32.73 | 5,000 | |||||||||
Nancy H. Handel | 10,000 | 32.73 | 5,000 | |||||||||
John E. Major | 10,000 | 32.73 | 5,000 | |||||||||
Alan E. Ross | 10,000 | 32.73 | 5,000 | |||||||||
Robert E. Switz | 10,000 | 32.73 | 5,000 | |||||||||
Werner F. Wolfen | 10,000 | 32.73 | 5,000 | |||||||||
All current executive officers as a group (7 persons) | 729,000 | 32.93 | 364,500 | |||||||||
All current non-employee directors as a group (7 persons) | 70,000 | 32.73 | 35,000 | |||||||||
All employees, including current officers who are not executive officers, as a group | 22,306,868 | 32.40 | 13,297,993 |
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• | Stock Withholding: The election to have Broadcom withhold, from the shares otherwise issuable upon the issuance, exercise or vesting of such Equity Award, a portion of those shares with an aggregate fair market value equal to the percentage of the withholding taxes (not to exceed one hundred percent (100%) of the taxable amount) designated by the holder and make a cash payment equal to such fair market value directly to the appropriate taxing authorities on such individual’s behalf. The shares so withheld will not reduce the number of shares authorized for issuance under the 1998 Incentive Plan. | |
• | Stock Delivery: The election to deliver to Broadcom certain shares of Class A common stock previously acquired by such holder (other than in connection with the issuance, exercise or vesting that triggered the withholding taxes) with an aggregate fair market value equal to the percentage of the withholding taxes (not to exceed one hundred percent (100%) of the taxable amount) designated by the holder. The shares of Class A common stock so delivered will not be added to the shares of Class A common stock authorized for issuance under the 1998 Incentive Plan. |
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APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 1998 EMPLOYEE STOCK PURCHASE PLAN
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• | Purchase rights granted to a participant may not permit such individual to purchase more than $25,000 worth of Class A common stock (valued at the time each purchase right is granted) for each calendar year those purchase rights are outstanding at any time. | |
• | Purchase rights may not be granted to any individual if such individual would, immediately after the grant, own or hold outstanding options or other rights to purchase stock representing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its affiliates. | |
• | No participant may purchase more than 9,000 shares of Class A common stock on any purchase date. | |
• | The maximum number of shares of Class A common stock purchasable in total by all participants in the 1998 ESPP and the 2007 IESPP on any purchase date is limited to 3,000,000 shares. |
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Number of | ||||||||
Purchased | Weighted Average | |||||||
Name and Position | Shares(#) | Purchase Price($) | ||||||
Scott A. McGregor | 785 | $ | 27.0555 | |||||
President and Chief Executive Officer | ||||||||
Henry Samueli, Ph.D.(1) | — | — | ||||||
Chairman of the Board and Chief Technical Officer | ||||||||
Eric K. Brandt | 642 | 27.2425 | ||||||
Senior Vice President and Chief Financial Officer (effective March 26, 2007) | ||||||||
Bruce E. Kiddoo | 785 | 27.0555 | ||||||
Vice President, Corporate Controller (through August 31, 2007) & Acting Chief Financial Officer (through March 25, 2007) | ||||||||
David A. Dull | 785 | 27.0555 | ||||||
Senior Vice President, Business Affairs, General Counsel and Secretary | ||||||||
Thomas F. Lagatta | 785 | 27.0555 | ||||||
Senior Vice President, Worldwide Sales | ||||||||
Vahid Manian | 785 | 27.0555 | ||||||
Senior Vice President, Global Manufacturing Operations | ||||||||
All current executive officers as a group (7 persons) | 4,567 | 27.0818 | ||||||
All employees, including current officers who are not executive officers, as a group | 2,039,892 | 27.0734 |
(1) | Dr. Samueli did not participate in the 1998 ESPP because the federal tax laws applicable to such plan do not allow participation by individuals owning 5% or more of a company’s common stock. |
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2007 | 2006 | |||||||
Audit Fees | $ | 3,003,000 | $ | 4,435,000 | ||||
Audit-Related Fees | 86,000 | 38,000 | ||||||
Tax Fees | 544,000 | 117,000 | ||||||
All Other Fees | 0 | 0 | ||||||
Total Fees | $ | 3,633,000 | $ | 4,590,000 | ||||
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Percentage | ||||||||||||||||
Shares Beneficially Owned(1) | of Total | |||||||||||||||
Class A | Class B | Class A | Voting | |||||||||||||
Beneficial Owner | Common Stock | Common Stock | Percent(2) | Power(1)(2) | ||||||||||||
Named Executive Officers | ||||||||||||||||
Eric K. Brandt(3) | 67,458 | 0 | *% | *% | ||||||||||||
David A. Dull(4) | 913,379 | 249,544 | * | * | ||||||||||||
Bruce E. Kiddoo | 15,786 | 0 | * | * | ||||||||||||
Thomas F. Lagatta(5) | 691,921 | 0 | * | * | ||||||||||||
Vahid Manian(6) | 348,361 | 35,329 | * | * | ||||||||||||
Scott A. McGregor(7) | 2,430,343 | 0 | * | * | ||||||||||||
Henry Samueli, Ph.D.(8) | 879,459 | 33,820,597 | 7.21 | 30.16 | ||||||||||||
Non-Employee Directors | ||||||||||||||||
George L. Farinsky(9) | 181,500 | 0 | * | * | ||||||||||||
Maureen E. Girkins(10) | 117,501 | 0 | * | * | ||||||||||||
Nancy H. Handel(11) | 117,501 | 0 | * | * | ||||||||||||
John E. Major(12) | 85,500 | 0 | * | * | ||||||||||||
Alan E. Ross(13) | 28,956 | 0 | * | * | ||||||||||||
Robert E. Switz(14) | 144,000 | 0 | * | * | ||||||||||||
Werner F. Wolfen(15) | 206,250 | 240,107 | * | * | ||||||||||||
All current directors and executive officers as a group (14 persons)(16) | 6,229,124 | 34,345,577 | 8.34 | 30.97 | ||||||||||||
5% Holders Not Listed Above | ||||||||||||||||
The AXA Group(17) | 41,071,746 | 0 | 9.20 | 3.66 | ||||||||||||
FMR LLC(18) | 30,542,343 | 0 | 6.84 | 2.72 | ||||||||||||
Nicholas Broadcom Trust(19) | 18,229 | 32,170,868 | 6.73 | 28.64 | ||||||||||||
Sands Capital Management LLC(20) | 24,689,691 | 0 | 5.53 | 2.20 |
* | Less than one percent. | |
(1) | Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons listed have sole voting and investment power with respect to all shares of our common stock beneficially owned by them. In some instances, the beneficially owned shares include unvested shares subject to currently exercisable options. If unvested shares are in fact purchased under those options, Broadcom will have the right to repurchase those shares, at the exercise price paid per share, should the optionee’s service terminate prior to vesting in those shares. | |
(2) | The percentage of shares beneficially owned is based on 446,400,396 shares of Class A common stock outstanding as of April 21, 2008. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days after April 21, 2008 and shares of common stock subject to RSUs that will vest and be issued within 60 days after April 21, 2008 are deemed to be outstanding and beneficially owned by the person holding such options or RSUs for the purpose of computing the number of shares beneficially owned and the percentage ownership of such person, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. On April 21, 2008 there were 67,691,798 shares of Class B common stock outstanding. Each share of Class B common stock is immediately convertible into one share of Class A common stock. Accordingly, for the purpose of computing the percentage of Class A shares beneficially owned by each person who holds Class B common stock, each share of Class B common stock is deemed to have been converted into a share of Class A common stock, but such shares of Class B common stock are not deemed to have been converted into Class A common stock for the purpose of computing the percentage ownership of any other person. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. | |
Holders of common stock vote together as a single class on all matters submitted to a vote of shareholders, except (i) as otherwise required by law; and (ii) in the case of a proposed issuance of additional shares of Class B common stock, which issuance requires the affirmative vote of the |
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holders of the majority of the outstanding shares of Class B common stock voting separately as a class, unless such issuance is approved by at least two-thirds of the members of the Board then in office. For the purpose of computing the percentage of total voting power, each share of Class B common stock is deemed not to have been converted into a share of Class A common stock. | ||
(3) | Includes (i) 51,041 shares of Class A common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after April 21, 2008; and (ii) 5,469 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Mr. Brandt. | |
(4) | Includes 12,204 shares of Class B common stock held by Mr. Dull as custodian for his children and as to which Mr. Dull disclaims beneficial ownership. Also includes (i) 824,541 shares of Class A common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after April 21, 2008; and (ii) 5,593 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Mr. Dull. | |
(5) | Includes (i) 662,082 shares of Class A common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after April 21, 2008; and (ii) 4,531 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Mr. Lagatta. | |
(6) | Includes 750 shares of Class A common stock held by Mr. Manian as custodian for his children. Also includes (i) 272,916 shares of Class A common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after April 21, 2008; and (ii) 5,593 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Mr. Manian. | |
(7) | Includes (i) 2,191,714 shares of Class A common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after April 21, 2008; and (ii) 15,000 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Mr. McGregor. | |
(8) | Includes (i) 1,413,473 shares of Class B common stock owned by HS Management, L.P., which is beneficially owned by Dr. Samueli; (ii) 22,519,102 shares of Class B common stock held by HS Portfolio L.P., which is beneficially owned by Dr. Samueli; (iii) 1,635,000 shares of Class B common stock held by HS Portfolio II, L.P., which is beneficially owned by Dr. Samueli; and (iv) 8,253,022 shares of Class B common stock held by H&S Investments I, L.P., which is beneficially owned by Dr. Samueli. Dr. Samueli disclaims beneficial ownership of the shares held by HS Management, L.P. and HS Portfolio L.P., except to the extent of his pecuniary interest therein. Also includes (i) 846,249 shares of Class A common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after April 21, 2008; (ii) 7,500 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Dr. Samueli; and (iii) 25,710 shares of Class A common stock that are directly held by Dr. Samueli. The address for Dr. Samueli is 5300 California Avenue, Irvine, California92617-3038. 4,100,000 of the shares held by H& S Investments I, L.P. and 15,100,000 shares held by HS Portfolio L.P. are currently being used as collateral for certain outstanding loans made to those entities. | |
(9) | Includes (i) 14,000 shares of Class A common stock held by a revocable living trust as to which shares Mr. Farinsky, as co-trustee of such trust, shares voting and dispositive power; (ii) 166,250 shares of Class A common stock issuable upon exercise of options held by such trust that are currently exercisable or will become exercisable within 60 days after April 21, 2008; and (iii) 1,250 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Mr. Farinsky. | |
(10) | Includes (i) 95,000 shares of Class A common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after April 21, 2008; and (ii) 1,250 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Ms. Girkins. | |
(11) | Includes (i) 95,000 shares of Class A common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after April 21, 2008; and (ii) 1,250 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Ms. Handel. | |
(12) | Includes (i) 76,250 shares of Class A common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after April 21, 2008; and (ii) 1,250 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Mr. Major. | |
(13) | Includes (i) 20,000 shares of Class A common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after April 21, 2008; and (ii) 1,250 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Mr. Ross. | |
(14) | Includes (i) 128,750 shares of Class A common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after April 21, 2008; and (ii) 1,250 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Mr. Switz. | |
(15) | Includes (i) 210,106 shares of Class B common stock held by a family trust as to which shares Mr. Wolfen, as co-trustee of such trust, shares voting and dispositive power; and (ii) 30,001 shares of Class B common stock owned by the Lawrence P. Wolfen Testamentary Trust, of which Mr. Wolfen serves as trustee and as to which Mr. Wolfen disclaims beneficial ownership. Also includes (i) 196,250 shares of Class A common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after April 21, 2008; and (ii) 1,250 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by Mr. Wolfen. | |
(16) | Includes 5,641,500 shares of Class A common stock issuable upon exercise of options held by the current directors and executive officers as a group that are currently exercisable or will become exercisable within 60 days after April 21, 2008. Also includes 53,974 shares of Class A common stock that will vest and become issuable within 60 days after April 21, 2008 pursuant to restricted stock units held by the current directors and executive officers as a group. |
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(17) | The information provided with respect to the holdings of AXA Group is based on its SEC filing on Schedule 13G. | |
According to a Schedule 13G filed with the SEC February 14, 2008 by (i) AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, and AXA Courtage Assurance Mutuelle (collectively, the “Mutuelles AXA”), (ii) AXA, and (iii) AXA Financial, Inc. (“AXA Financial”). Mutuelles AXA controls AXA, which is the parent holding company with respect to the holdings of AXA Investment Managers Paris (“AXA Paris”), AXA Konzern AG (Germany) (“AXA Germany”), AXA Rosenberg Investment Management LLC (“AXA RIM”) and AXA Framlington (“Framlington”). AXA is also the parent holding company of AXA Financial, which is the parent holding company of AllianceBernstein L.P. (“Alliance”), an investment adviser, and AXA Equitable Life Insurance Company (“Equitable”), an insurance company and an investment adviser. Includes: 40,110,186 shares held by Alliance on behalf of client discretionary investment advisory accounts, all of which Alliance is deemed to have sole power to dispose or direct disposition, 6,619,781 shares as to which Allliance is deemed to have shared power to vote or to direct the vote and 24,079,866 shares as to which Alliance is deemed to have the sole power to vote or direct the vote. Also includes: (A) 779,946 shares held by Equitable (deemed to have sole power to dispose and direct the disposition of all such shares and sole power to vote or direct the vote of 752,585 shares); (B) 152,400 shares held by Framlington (deemed to have sole power to dispose or direct the disposition of and sole power to vote or direct the vote of such shares) (C) 17,440 shares held by AXA RIM (deemed to have sole power to dispose or direct the disposition of all such shares and sole power to vote or direct the vote of 11,200 shares); (D) 10,874 shares held by AXA Paris (deemed to have sole power to dispose or direct the disposition of and sole power to vote or direct the vote of such shares) and (E) 900 shares held by AXA Germany (deemed to have sole power to dispose and direct the disposition of and sole power to vote or direct the vote of all such shares). The addresses are: Mutuelles AXA — 26, rue Drouot, 75009 Paris, France; AXA — 25, avenue Matignon, 75008 Paris, France; and AXA Financial — 1290 Avenue of the Americas, New York, New York 10104. | ||
The Schedule 13G filed by AXA Group contained information as of December 31, 2007 and may not reflect current holdings of our Class A common stock. | ||
(18) | The information provided with respect to the holdings of FMR LLC is based on its SEC filing on Schedule 13G. | |
According to a Schedule 13G filed with the SEC April 10, 2008 by FMR LLC, includes: (A) 29,349,278 shares beneficially owned by Fidelity Management & Research Company (“Fidelity”), a registered investment adviser and a wholly-owned subsidiary of FMR LLC, as a result of acting as investment adviser to various registered investment companies (the “Funds”). Edward C. Johnson 3d and FMR LLC, through its control of Fidelity and the Funds each has sole power to dispose of the 29,349,278 shares owned by the Funds. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B shares of voting common stock of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders of FMR LLC have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Funds, which power resides with the Funds’ Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds’ Board of Trustees; (B) 960 shares beneficially owned by Strategic Advisers, Inc., an investment adviser and a wholly-owned subsidiary of FMR LLC, as a result of its providing investment advisory services to individuals; (C) 1,188,895 shares beneficially owned by Pyramis Global Advisors Trust Company (“PGATC”), a registered investment adviser and an indirect wholly-owned subsidiary of FMR LLC, as a result of its serving as investment adviser of institutional accounts,non-U.S. mutual funds or registered investment companies owning such shares. Edward C. Johnson 3d and FMR LLC, through its control of PGATC, each has sole dispositive power over 1,188,895 shares and sole power to vote or to direct the voting of 939,795 shares owned by the institutional accounts or managed by PGATC; and (D) 3,210 shares beneficially owned by FIL Limited (“FIL”), a qualified institution. Partnerships controlled predominately by members of the family of Edward C. Johnson 3d, Chairman of FMR LLC and FIL, or trusts for their benefit, own shares of FIL voting stock with the right to vote approximately 47% of the total votes which may be cast by all holders of FIL voting stock. FMR LLC and FIL are of the view that they are not acting as a “group” and that they are not otherwise required to attribute to each other the “beneficial ownership” of the securities “beneficially owned” by the other corporation within the meaning ofSection 13d-3 of the Exchange Act. The address for FMR LLC, Fidelity and Strategic Advisers, Inc. is 82 Devonshire Street, Boston, Massachusetts 02109, the address for PGATC is 53 State Street, Boston, Massachusetts 02109, and the address for FIL is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda. | ||
The Schedule 13G filed by FMR LLC contained information as of March 31, 2008 and may not reflect current holdings of our Class A common stock. | ||
(19) | Includes (i) 32,168,798 shares of Class B common stock held by Dr. Nicholas and Stacey E. Nicholas, as co-beneficiaries of the Nicholas Broadcom Trust, and (ii) 2,070 shares of Class B common stock held by Dr. Nicholas as custodian for his children. The address for the Nicholas Broadcom Trust is 15 Enterprise, Aliso Viejo, California 92656. | |
The 18,229 shares of Class A common stock was reported by Dr. Nicholas in a Schedule 13G with share ownership numbers current as of December 31, 2007. The Schedule 13G may not reflect current holdings of our Class A common stock. | ||
(20) | The information provided with respect to the holdings of Sands Capital Management LLC is based on its SEC filing on Schedule 13G. | |
According to a Schedule 13G filed with the SEC February 14, 2007 by Sands Capital Management, LLC, an investment adviser (“Sands”), includes 24,689,691 shares beneficially owned by clients of Sands, which clients may include registered investment companies, and/or employee benefit plans, pension funds, endowment funds or other institutional clients, of which Sands has sole dispositive power over 24,569,691 shares and sole power to vote or direct the vote of 15,107,750 shares. The address for Sands is 1100 Wilson Blvd., Suite 3050, Arlington, VA 22209. | ||
The Schedule 13G filed by Sands Capital Management LLC contained information as of December 31, 2006 and may not reflect current holdings of our Class A common stock. |
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A | B | C | ||||||||||||||||||
Number of Shares of | ||||||||||||||||||||
Common Stock | ||||||||||||||||||||
Number of Shares of | Remaining Available | |||||||||||||||||||
Common Stock to be | for Future Issuance | |||||||||||||||||||
Issued upon Exercise | Weighted-Average | under Equity | ||||||||||||||||||
�� | of Outstanding | Exercise Price of | Compensation Plans | |||||||||||||||||
Class of | Options, Warrants | Outstanding Options, | (Excluding Securities | |||||||||||||||||
Plan Category | Common Stock | and Rights | Warrants and Rights | Reflected in Column A) | ||||||||||||||||
Equity Compensation Plans Approved by Shareholders(1) | Class A | 140,794,403 | (2) | $ | 25.3381 | (3) | 67,061,585 | (4)(5) | ||||||||||||
Class B | 615,679 | 1.6819 | 0 | |||||||||||||||||
Equity Compensation Plans Not Approved by Shareholders(6) | Class A | 49,707 | 10.2915 | 0 | ||||||||||||||||
Total(7) | Class A | 140,844,110 | 22.2676 | 67,061,585 | (4)(5) | |||||||||||||||
Total(7) | Class B | 615,679 | 1.6819 | 0 |
(1) | Consists of our 1998 Incentive Plan and our 1998 ESPP. Our 2007 IESPP is the international component of our employee stock purchase program in which our foreign employees participate. The IESPP draws its shares solely from the reserve of Class A common stock approved under the 1998 ESPP. Because of this common share reserve, we consider our 2007 IESPP to be a shareholder-approved plan even though the plan itself has not been approved by our shareholders. | |
(2) | Includes 17,036,311 shares of our Class A common stock subject to RSUs that entitle each holder to one share of Class A common stock for each such unit that vests over the holder’s period of continued service. Excludes purchase rights accruing under the 1998 ESPP and 2007 IESPP. For further information concerning the 1998 ESPP, see Proposal Three: Approval of Amendment and Restatement of the 1998 Employee Stock Purchase Plan. | |
(3) | Calculated without taking into account the 17,036,311 shares of Class A common stock subject to outstanding RSUs that become issuable as those units vest, without any cash consideration or other payment required for such shares. | |
(4) | Includes shares of Class A common stock available for future issuance under the 1998 Incentive Plan and under the combined reserve in effect for the 1998 ESPP and the 2007 IESPP. As of December 31, 2007, 57,188,592 shares of Class A common stock were available for future issuance under the 1998 Incentive Plan. Shares reserved for issuance under the 1998 Incentive Plan may be issued upon the exercise of stock options or stock appreciation rights, through direct stock issuances or pursuant to RSUs that vest upon the attainment of prescribed performance milestones or the completion of designated service periods. For further information concerning the 1998 Incentive Plan, see Proposal Two: Approval of Amendment and Restatement of the 1998 Incentive Plan. As of December 31, 2007, 9,872,993 shares of Class A common stock in total were available for issuance under the combined reserve for the 1998 ESPP and the 2007 IESPP. | |
(5) | Both the 1998 Incentive Plan and the 1998 ESPP contain annual automatic share renewal provisions. Accordingly, the number of shares of Class A common stock reserved for issuance under the 1998 Incentive Plan automatically increases on the first trading day of January each calendar year by an amount equal to 4.5% of the total number of shares of Class A common stock and Class B common stock outstanding on the last trading day of the immediately preceding calendar year, but in no event will any such annual increase exceed 45,000,000 shares. The combined share reserve for the 1998 ESPP and the 2007 IESPP will automatically increase on the first trading day of January each calendar year by an amount equal to 1.25% (or 1.00% if the shareholders do not approve Proposal Three) of the total number of shares of Class A common stock and Class B common stock outstanding on the last trading day of the immediately preceding calendar year, but in no event will any such annual increase exceed 10,000,000 shares. | |
(6) | Consists solely of the 1999 Special Stock Option Plan, as described below. Options under the 1999 Special Stock Option Plan cannot be granted to directors or executive officers. By resolution adopted February 23, 2005, the Board decided not to grant any additional stock options under the 1999 Special Stock Option Plan. This resolution also granted the plan administrator continued authority to make any changes to the terms and provisions of the options currently outstanding under the 1999 Special Stock Option Plan which the plan administrator may deem appropriate from time to time. | |
(7) | The table does not include information with respect to equity compensation plans or agreements that were assumed by us in connection with our acquisitions of the companies that originally established those plans or agreements. As of December 31, 2007, 1,658,260 shares of Class A common stock and 60,492 shares of Class B common stock were issuable upon exercise of outstanding options under those assumed plans, and an additional 16,348 shares of Class A common stock were subject to outstanding RSUs that will become issuable as those units vest, without any cash consideration or other payment required for such shares. The weighted average exercise price of the outstanding options to acquire shares of Class A common stock is $6.2347 per share and the weighted average exercise price of the outstanding options to acquire shares of Class B common stock is $5.8277 per share. |
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Name | Age | Positions with Broadcom | ||||
Executive Officers | ||||||
Eric K. Brandt | 45 | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||||
David A. Dull | 59 | Senior Vice President, Business Affairs, General Counsel and Secretary | ||||
Bret W. Johnsen | 38 | Vice President and Corporate Controller (Principal Accounting Officer) | ||||
Thomas F. Lagatta | 50 | Senior Vice President, Worldwide Sales | ||||
Vahid Manian | 47 | Senior Vice President, Global Manufacturing Operations | ||||
Scott A. McGregor | 52 | President, Chief Executive Officer and Director (Principal Executive Officer) | ||||
Henry Samueli, Ph.D. | 53 | Chairman of the Board and Chief Technical Officer | ||||
Other Elected Officers | ||||||
Dianne Dyer-Bruggeman | 58 | Senior Vice President, Global Human Resources | ||||
Neil Y. Kim | 49 | Senior Vice President, Central Engineering | ||||
Daniel A. Marotta | 47 | Senior Vice President & General Manager, Broadband Communications Group | ||||
Robert A. Rango | 50 | Senior Vice President & General Manager, Wireless Connectivity Group | ||||
Kenneth E. Venner | 45 | Senior Vice President, Corporate Services and Chief Information Officer | ||||
Nariman Yousefi | 45 | Senior Vice President & General Manager, Enterprise Networking Group |
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Name | Position | |
Scott A. McGregor | President and Chief Executive Officer | |
Henry Samueli, Ph.D. | Chairman of the Board and Chief Technical Officer | |
Eric K. Brandt | Senior Vice President and Chief Financial Officer (effective March 29, 2007) | |
Bruce E. Kiddoo | Vice President and Corporate Controller (until August 31, 2007) and Acting Chief Financial Officer (from September 19, 2006 until March 29, 2007) | |
David A. Dull | Senior Vice President, Business Affairs, General Counsel and Secretary | |
Thomas F. Lagatta | Senior Vice President, Worldwide Sales | |
Vahid Manian | Senior Vice President, Global Manufacturing Operations |
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• | To attract, retain, motivate and reward executive officers with superior leadership and management capabilities; | |
• | To provide total direct compensation to each executive officer that is internally equitable, competitive with peer companies, and driven by individual and corporate performance; | |
• | To offer compensation levels that are reflective of our long-term financial performance and provide our executive officers with the opportunity and motivation to earn above-market total compensation for exceptional business performance; and | |
• | To align and strengthen the mutuality of interests between our executive officers and our shareholders. |
![(Pie Chart)](https://capedge.com/proxy/DEF 14A/0000892569-08-000694/a37173da3717302.gif)
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• | For Mr. Dull, continued development of Broadcom’s patent portfolio and the successful management of Broadcom’s ongoing litigation with Qualcomm and other parties; | |
• | For Mr. Lagatta, the number of strategic product design wins and his success in securing new customers; | |
• | For Mr. Manian, successful cost reduction and containment measures, success in achieving adequate foundry space to meet increased product volumes in 2006, and successful management of the migration of our products to the 65 nanometer geometry manufacturing process technology; and | |
• | For Mr. Kiddoo, his assumption of interim chief financial officer responsibilities and his leadership in managing the restatement of our historical financial statements in connection with our equity award review. |
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Advanced Micro Devices | NVIDIA | |||
Agere Systems | Intel | PMC-Sierra | ||
AMCC | Juniper Networks | QLogic | ||
Atheros Communications | LSI Logic | Qualcomm | ||
ATI Technologies | Marvell | STMicroelectronics | ||
Cisco Systems | National Semiconductor | Sun Microsystems | ||
Conexant Systems | Network Appliance | Texas Instruments | ||
Freescale Semiconductor | Nortel | Yahoo! |
Advanced Micro Devices | Infineon Technologies | ON Semiconductor | ||
Agere Systems | Intel | Samsung Semiconductor | ||
Altera | International Rectifier | Sandisk | ||
ATI Technologies | LSI Logic | Sharp Microelectronics of the Americas | ||
Atmel | Marvell | Spansion | ||
Avago Technologies | Micron Technology | STMicroelectronics | ||
Fairchild Semiconductor | National Semiconductor | Texas Instruments | ||
Freescale Semiconductor | NVIDIA | Xilinx |
Agilent Technologies | Freescale Semiconductor | Motorola | ||
Advanced Micro Devices | KLA Tencor | National Semiconductor | ||
Analog Devices | Marvell | NVIDIA | ||
Applied Materials | Maxim Integrated | Qualcomm | ||
EMC | Micron Technology | Texas Instruments |
• | For each of the Radford surveys, stock options were valued pursuant to a net present value formula that assumed an annual stock price growth of 12%, a four year period between grant and exercise, and a discount rate of 3.5%. Our Human Resources Department uses this net present value methodology when valuing stock option awards |
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(for executives and for all other employees) as we believe this methodology most closely approximates valuation methodologies employed by peer companies when they set compensation. |
• | For the CHiPS survey, stock options were valued pursuant to the Black-Scholes formula. For that purpose, stock price volatility is based on actual trading activity over five years, the estimated term of the option at five years, and the risk free rate of return value is 4.78%. | |
• | For the FWC study, option values reflect the SFAS 123R fair value reported in the surveyed companies’ most recent annual report onForm 10-K. Specifically, per option values were calculated by multiplying the option’s exercise price by a fraction of which the numerator equaled the weighted-average fair value of all options granted in the prior fiscal year and the denominator equaled the weighted-average exercise price of all options granted in the prior fiscal year. Performance-based awards were valued based on amounts reported in the respective Grants of Plan Based Awards table (which reflect either target performance level or difficulty of achievement). |
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2006 Radford | 2006 CHiPS | |||||||
2006 Radford Select | Semiconductor | Executive and Senior | ||||||
Executive Peer | Component Companies | Management Survey | FWC Study | |||||
Scott A. McGregor | 3.7% above the 75th Percentile | 7.5% above the 75th Percentile | 13.9% above the 75th Percentile | 30.4% below the 75th Percentile | ||||
Eric. K. Brandt | 3% below the 75th Percentile | At the 75th Percentile | 23.8% above the 75th Percentile | 37% below the 75th Percentile | ||||
David A. Dull | 45% above the 75th Percentile* | 32% above the 75th Percentile* | 52.5% above the 75th Percentile* | 2.1% above the 75th Percentile | ||||
Bruce E. Kiddoo(1) | 130.8% above the 75th Percentile* | 101.3% above the 75th Percentile** | 127.4% above the 75th Percentile** | 52.1% above the 75th Percentile** | ||||
Thomas F. Lagatta | 2.9% above the 75th Percentile | 38.3% above the 75th Percentile* | 18.3% below the 75th Percentile | 46.3% below the 75th Percentile | ||||
Vahid Manian | 47.4% above the 75th Percentile | 62% above the 75th Percentile* | 30% above the 75th Percentile | 23.6% above the 75th Percentile |
* | At or within 10 percentage points of the 90th Percentile | |
** | Substantially above the 90th Percentile |
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Target Bonus as a% of | Actual Bonus Paid | Actual Bonus as a% | ||||||||||
Name of Executive Officer | Base Salary | ($) | of Base Salary | |||||||||
Scott A. McGregor | 50 | % | $ | 321,750 | 49.5 | % | ||||||
Eric K. Brandt | 40 | % | $ | 138,600 | 39.6 | % | ||||||
David A. Dull | 40 | % | $ | 118,800 | 39.6 | % | ||||||
Thomas F. Lagatta | 40 | % | $ | 112,860 | 39.6 | % | ||||||
Vahid Manian | 40 | % | $ | 118,800 | 39.6 | % |
• | Net Revenue —In the event that we meet or exceed our revenue target, funding of the pool may increase above $9.6 million to a maximum of $19.2 million for this performance objective, based upon how much our annual revenue growth (2008 as compared to 2007) exceeds the revenue growth of the Peer Group Companies over the same period. In the event that we do not meet our net revenue target, the bonus pool may still be funded (up to $14.4 million for this objective) depending on our annual revenue growth as compared to that of the Peer Group Companies; | |
• | EPS —In the event that we exceed our EPS target, funding of the pool for this objective may increase above $9.6 million to a maximum of $19.2 million. The Committee also provided certain upward adjustments to our achievement under the EPS performance objective in the event that the actual 2008 Peer Group Companies’ revenue growth rate is lower than their expected growth rate. |
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• | Days Sales Outstanding and Inventory Turns —If we exceed our target for days sales outstanding and inventory turns, then funding of the pool may increase above $2.4 million to a maximum of $3.6 million for each of these performance objectives. |
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December 31, 2005 | 1,000 shares | |||
December 31, 2006 | 2,000 shares | |||
December 31, 2007 | 3,000 shares | |||
December 31, 2008 | 4,000 shares | |||
December 31, 2009 | 5,000 shares |
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Non-equity | ||||||||||||||||||||||||||||||||
Stock | Option | Incentive Plan | All Other | |||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary(1) | Bonus(2) | Awards(3) | Awards(4) | Compensation(5) | Compensation(6) | Total | ||||||||||||||||||||||||
Scott A. McGregor | 2007 | $ | 639,231 | $ | 0 | $ | 3,652,142 | $ | 6,331,658 | $ | 321,750 | $ | 7,073 | $ | 10,951,854 | |||||||||||||||||
President, Chief Executive Officer and Director | 2006 | 600,000 | 240,000 | 3,128,121 | 5,926,553 | 0 | 3,716 | 9,898,390 | ||||||||||||||||||||||||
Henry Samueli, Ph.D. | 2007 | 1 | 0 | 919,656 | 550,511 | 0 | 0 | 1,470,168 | ||||||||||||||||||||||||
Chairman of the Board and Chief Technical Officer | 2006 | 1 | 0 | 551,154 | 236,693 | 0 | 0 | 787,848 | ||||||||||||||||||||||||
Eric K. Brandt | 2007 | 270,577 | 150,000 | (8) | 469,779 | 342,205 | 138,600 | 1,208 | 1,372,369 | |||||||||||||||||||||||
Senior Vice President and Chief Financial Officer(7) | 0 | |||||||||||||||||||||||||||||||
Bruce E. Kiddoo | 2007 | 172,262 | 0 | 631,266 | 581,932 | 0 | 39,270 | 1,424,730 | ||||||||||||||||||||||||
Former Vice President, Corporate Controller and Former Acting Chief Financial Officer(9) | 2006 | 236,162 | 100,000 | 260,026 | 1,703,526 | 0 | 3,380 | 2,303,094 | ||||||||||||||||||||||||
David A. Dull | 2007 | 297,173 | 0 | 668,848 | 1,331,266 | 118,800 | 5,342 | 2,421,429 | ||||||||||||||||||||||||
Senior Vice President, Business Affairs, General Counsel and Secretary | 2006 | 275,712 | 100,000 | 456,330 | 1,732,871 | 0 | 4,556 | 2,569,469 | ||||||||||||||||||||||||
Thomas F. Lagatta | 2007 | 282,115 | 0 | 514,804 | 1,571,601 | 112,860 | 534,394 | 3,015,774 | ||||||||||||||||||||||||
Senior Vice President, Worldwide Sales | 2006 | 267,346 | 100,000 | 355,183 | 1,957,563 | 0 | 6,380 | 2,686,472 | ||||||||||||||||||||||||
Vahid Manian | 2007 | 297,173 | 0 | 668,848 | 2,195,032 | 118,800 | 4,345 | 3,284,198 | ||||||||||||||||||||||||
Senior Vice President, Global Manufacturing Operations | 2006 | 275,712 | 100,000 | 456,330 | 2,325,944 | 0 | 3,380 | 3,161,366 |
(1) | Includes compensation deferred under our 401(k) employee savings plan. | |
(2) | The amounts shown for 2006 represented discretionary bonuses paid under our 2006 Performance Bonus Plan. | |
(3) | The amounts shown for 2007 are the compensation costs recognized in our financial statements for 2007 related to RSUs awarded to each named executive officer in 2007 and prior years, to the extent we recognized compensation cost in 2007 for such awards in accordance with the provisions of SFAS 123R. The fair values of the RSUs awarded were calculated based on the fair market value of the underlying shares of Class A common stock on the respective grant dates and were not adjusted to take into account any estimated forfeitures. The following table shows the portion of the overall amount of the compensation cost in 2007 attributable to each RSU award: |
Number of Shares of | ||||||||||
Stock Underlying RSUs | ||||||||||
Associated with | ||||||||||
Compensation | Compensation Cost | |||||||||
Named Executive Officer | RSU Award Date | Cost in 2007 | in 2007($) | |||||||
Scott A. McGregor | January 3, 2005 | 94,927 | $ | 2,022,894 | ||||||
January 3, 2006 | 31,248 | 1,011,810 | ||||||||
May 5, 2007 | 18,750 | 617,438 |
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Number of Shares of | ||||||||||
Stock Underlying RSUs | ||||||||||
Associated with | ||||||||||
Compensation | Compensation Cost | |||||||||
Named Executive Officer | RSU Award Date | Cost in 2007 | in 2007($) | |||||||
Henry Samueli, Ph.D. | May 10, 2006 | 15,625 | 610,937 | |||||||
May 5, 2007 | 9,375 | 308,719 | ||||||||
Eric K. Brandt | May 5, 2007 | 14,266 | 469,779 | |||||||
Bruce E. Kiddoo | February 5, 2005 | 2,018 | 43,326 | |||||||
April 24, 2006 | 2,989 | 124,253 | ||||||||
April 30, 2007 | 12,500 | 412,250 | ||||||||
May 5, 2007 | 1,562 | 51,437 | ||||||||
David A. Dull | February 5, 2005 | 4,875 | 104,666 | |||||||
April 24, 2006 | 9,375 | 389,719 | ||||||||
May 5, 2007 | 5,298 | 174,463 | ||||||||
Thomas F. Lagatta | February 5, 2005 | 5,625 | 120,769 | |||||||
April 24, 2006 | 6,250 | 259,812 | ||||||||
May 5, 2007 | 4,076 | 134,223 | ||||||||
Vahid Manian | February 5, 2005 | 4,875 | 104,666 | |||||||
April 24, 2006 | 9,375 | 389,719 | ||||||||
May 5, 2007 | 5,298 | 174,463 |
The RSUs shown in the above table were issued under our 1998 Incentive Plan. Each RSU entitles the named executive officer to receive one share of our Class A common stock at the time of vesting without the payment of an exercise price or other cash consideration. Information regarding the vesting schedules for Messrs. McGregor, Brandt, Dull, Lagatta and Manian and Dr. Samueli is included in the footnotes to the “Outstanding Equity Awards at Fiscal Year End” table below. | ||
(4) | The amounts shown are the compensation costs recognized in our financial statements for 2007 related to stock options granted to each named executive officer in 2007 and prior years, to the extent we recognized compensation cost in 2007 for such awards in accordance with the provisions of SFAS 123R. For a discussion of valuation assumptions used in the SFAS 123R calculations, see Note 8 of Notes to Consolidated Financial Statements included in Part IV, Item 15 of our 2007Form 10-K. The grant date fair values used to calculate such compensation costs were not adjusted to take into account any estimated forfeitures. The following table shows the portion of the overall amount of the compensation cost in 2007 attributable to each award: |
Number of | ||||||||||||||||||
Shares of Stock | ||||||||||||||||||
Underlying | ||||||||||||||||||
Options | ||||||||||||||||||
Associated with | ||||||||||||||||||
Compensation | Compensation | |||||||||||||||||
Named Executive Officer | Option Grant Date | Exercise Price | Cost in 2007 | Cost in 2007($) | ||||||||||||||
Scott A. McGregor | January 3, 2005 | $ | 21.3133 | 4,691 | $ | 33,400 | ||||||||||||
January 3, 2005 | 21.3133 | 745,309 | 5,306,600 | |||||||||||||||
January 3, 2006 | 32.3867 | 62,500 | 590,625 | |||||||||||||||
May 3, 2007 | 32.9300 | 37,869 | 401,033 | |||||||||||||||
Henry Samueli, Ph.D. | May 10, 2006 | 41.1500 | 31,250 | 350,000 | ||||||||||||||
May 3, 2007 | 32.9300 | 18,934 | 200,511 | |||||||||||||||
Eric K. Brandt | May 3, 2007 | 32.9300 | 32,314 | 342,205 | ||||||||||||||
Bruce E. Kiddoo | November 10, 2003 | 23.4133 | 101 | 1,286 | ||||||||||||||
November 10, 2003 | 23.4133 | 228 | 26,457 | |||||||||||||||
November 10, 2003 | 23.4133 | 1,568 | 181,951 | |||||||||||||||
December 7, 2003 | 22.8933 | 11,291 | 140,008 | |||||||||||||||
December 12, 2003 | 22.3933 | 6,487 | 80,439 | |||||||||||||||
February 5, 2005 | 21.4733 | 6,042 | 43,321 | |||||||||||||||
May 5, 2006 | 41.1500 | 5,968 | 75,376 | |||||||||||||||
May 3, 2007 | 32.9300 | 3,125 | 33,094 | |||||||||||||||
David A. Dull | December 7, 2003 | 22.8933 | 35,081 | 435,004 | ||||||||||||||
December 12, 2003 | 22.3933 | 35,585 | 441,254 | |||||||||||||||
February 5, 2005 | 21.4733 | 14,625 | 104,861 | |||||||||||||||
May 5, 2006 | 41.1500 | 18,750 | 236,813 | |||||||||||||||
May 3, 2007 | 32.9300 | 10,702 | 113,334 |
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Number of | ||||||||||||||||||
Shares of Stock | ||||||||||||||||||
Underlying | ||||||||||||||||||
Options | ||||||||||||||||||
Associated with | ||||||||||||||||||
Compensation | Compensation | |||||||||||||||||
Named Executive Officer | Option Grant Date | Exercise Price | Cost in 2007 | Cost in 2007($) | ||||||||||||||
Thomas F. Lagatta | December 7, 2003 | 22.8933 | 78,932 | 978,757 | ||||||||||||||
February 5, 2005 | 21.4733 | 16,875 | 120,994 | |||||||||||||||
May 5, 2006 | 41.1500 | 12,500 | 157,875 | |||||||||||||||
December 29, 2006 | 16.6070 | 22,992 | 226,798 | |||||||||||||||
May 3, 2007 | 32.9300 | 8,232 | 87,177 | |||||||||||||||
Vahid Manian | November 10, 2003 | 23.4133 | 45,662 | 1,305,020 | ||||||||||||||
December 7, 2003 | 22.8933 | 35,081 | 435,004 | |||||||||||||||
February 5, 2005 | 21.4733 | 14,625 | 104,861 | |||||||||||||||
May 5, 2006 | 41.1500 | 18,750 | 236,813 | |||||||||||||||
May 3, 2007 | 32.9300 | 10,702 | 113,334 |
(5) | The amounts shown were earned under the Executive Officer Performance Bonus Plan. For a description of the Executive Officer Performance Bonus Plan, see Compensation Discussion & Analysis – Incentive Compensation. | |
(6) | It is not the practice of the Compensation Committee or the company to provide its executive officers with any meaningful perquisites. The amounts shown for 2007 as All Other Compensation include (i) matching contributions made under our 401(k) employee savings plan, (ii) income attributable to life insurance coverage paid by us, and (iii) a full tax gross up with respect to certain non-cash perquisites (under $10,000 for each named executive officer), as separately itemized in the following table. The 401(k) contributions and life insurance coverage are provided to our executive officers on the same basis as that provided to all other regular U.S. employees. |
401(k) Plan | Life Insurance | |||||||||||||||
Named Executive Officer | Company Contributions in 2007 | Coverage in 2007 | Tax Gross up in 2007 | |||||||||||||
Scott A. McGregor | $ | 2,813 | $ | 966 | $ | 3,294 | ||||||||||
Henry Samueli, Ph.D. | 0 | 0 | 0 | |||||||||||||
Eric K. Brandt | 0 | 485 | 723 | |||||||||||||
Bruce E. Kiddoo | 2,192 | 436 | 90 | |||||||||||||
David A. Dull | 2,813 | 1,806 | 723 | |||||||||||||
Thomas F. Lagatta | 2,813 | 630 | 0 | |||||||||||||
Vahid Manian | 2,813 | 630 | 902 |
Mr. Kiddoo also received (i) $25,611 of income attributable to accrued vacation paid to him upon his departure March 25, 2007; and (ii) a $10,941 cash payment to compensate him for the increase to the exercise prices of certain stock options that were amended in 2006. Mr. Lagatta also received (i) a $5,081 cash payment made to him in settlement of outstanding purchase rights under the 1998 ESPP in lieu of issuing shares of common stock upon the exercise of those purchase rights; and (ii) a $525,870 cash payment to compensate him for the increase to the exercise prices of certain stock options that were amended in 2006. Additional information regarding the increases to the exercise prices to Messrs. Kiddoo’s and Lagatta’s stock options is set forth in our Current Report onForm 8-K filed with the SEC January 4, 2007. | ||
(7) | Mr. Brandt commenced employment with us beginning March 26, 2007 as our Senior Vice President and Chief Financial Officer and has served as our Principal Financial Officer since March 26, 2007. For a description of the material terms of Mr. Brandt’s employment agreement, see Compensation Discussion & Analysis — Incentive Compensation. | |
(8) | Represents a $150,000 sign-on bonus. | |
(9) | Mr. Kiddoo resigned effective August 31, 2007. Mr. Kiddoo served as our Principal Financial Officer through March 25, 2007. |
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All Other Stock | All Other Option | |||||||||||||||||||||||||||||
Awards: Number | Awards: Number | |||||||||||||||||||||||||||||
Estimated Possible Payouts Under | of Shares of | of Securities | Exercise or Base | Grant Date Fair | ||||||||||||||||||||||||||
Non-Equity Incentive Plan Awards(1) | Stock | Underlying | Price of Option | Value of Stock and | ||||||||||||||||||||||||||
Name | Grant Date | Threshold | Target | Maximum | or Units(2) | Options(3) | Awards ($/Sh) | Option Awards(4) | ||||||||||||||||||||||
Scott A. McGregor | March 19, 2007 | $ | 81,250 | $ | 325,000 | $ | 487,500 | |||||||||||||||||||||||
May 3, 2007 | 230,000 | $ | 32.93 | $ | 2,435,700 | |||||||||||||||||||||||||
May 5, 2007 | 115,000 | 3,786,950 | ||||||||||||||||||||||||||||
Henry Samueli, Ph.D. | May 3, 2007 | 115,000 | 32.93 | 1,217,850 | ||||||||||||||||||||||||||
May 5, 2007 | 57,500 | 1,893,475 | ||||||||||||||||||||||||||||
Eric K. Brandt | March 19, 2007 | 35,000 | 140,000 | 210,000 | ||||||||||||||||||||||||||
May 3, 2007 | 175,000 | 32.93 | 1,853,250 | |||||||||||||||||||||||||||
May 5, 2007 | 87,500 | 2,881,375 | ||||||||||||||||||||||||||||
Bruce E. Kiddoo | April 30, 2007 | 25,000 | 824,500 | |||||||||||||||||||||||||||
May 3, 2007 | 50,000 | 32.93 | 529,500 | |||||||||||||||||||||||||||
May 5, 2007 | 25,000 | 823,250 | ||||||||||||||||||||||||||||
David A. Dull | March 19, 2007 | 30,000 | 120,000 | 180,000 | ||||||||||||||||||||||||||
May 3, 2007 | 65,000 | 32.93 | 688,350 | |||||||||||||||||||||||||||
May 5, 2007 | 32,500 | 1,070,225 | ||||||||||||||||||||||||||||
Thomas F. Lagatta | March 19, 2007 | 28,500 | 114,000 | 171,000 | ||||||||||||||||||||||||||
May 3, 2007 | 50,000 | 32.93 | 529,500 | |||||||||||||||||||||||||||
May 5, 2007 | 25,000 | 823,250 | ||||||||||||||||||||||||||||
Vahid Manian | March 19, 2007 | 30,000 | 120,000 | 180,000 | ||||||||||||||||||||||||||
May 3, 2007 | 65,000 | 32.93 | 688,350 | |||||||||||||||||||||||||||
May 5, 2007 | 32,500 | 1,070,225 |
(1) | The actual amount earned by each named executive officer is disclosed in the Summary Compensation Table under the column entitledNon-Equity Incentive Plan Compensation. For a description of the Executive Officer Performance Bonus Plan, see Compensation Discussion & Analysis — Incentive Compensation. | |
(2) | The stock awards reported in the above table represent RSUs issued under our 1998 Incentive Plan. Each RSU entitles the executive to receive one share of our Class A common stock at the time of vesting without the payment of an exercise price or other consideration. | |
Information regarding the RSU vesting schedules for Messrs. McGregor, Brandt, Dull, Lagatta and Manian and Dr. Samueli is included in the footnotes to the “Outstanding Equity Awards at Fiscal Year End” table below. | ||
(3) | Amounts shown represent options issued under our 1998 Incentive Plan that, other than Mr. Brandt’s option grant, vest and become exercisable in 48 successive installments upon the executive’s completion of each month of service over a four-year service period, generally measured from the grant date. Mr. Brant’s option will vest and become exercisable for 25% of the shares upon his continuation in service through March 26, 2008 and will vest and become exercisable for the remaining option shares in successive equal monthly installments upon his completion of each additional month of service over the ensuing 36 months. Each option has a maximum term of ten years. | |
The options granted to all of our named executive officers (other than Mr. Kiddoo, who resigned effective August 31, 2007, and Dr. Samueli) will vest on an accelerated basis upon the executive’s termination of employment under certain prescribed circumstances. Additional information regarding the vesting acceleration provisions applicable to equity awards granted to our named executive officers is included in this proxy statement under the heading “Potential Payments upon Termination or Change in Control.” | ||
(4) | The dollar value of the options shown represents the grant date fair value estimated using the Black-Scholes option pricing model to determine grant date fair value, in accordance with the provisions of SFAS 123R, with no adjustment for estimated forfeitures. For a discussion of valuation assumptions used in the SFAS 123R calculations, see Note 8 of Notes to Consolidated Financial Statements included in Part IV, Item 15 of our 2007Form 10-K. The actual value, if any, that an executive may realize on each option will depend on the excess of the stock price over the exercise price on the date the option is exercised and the shares underlying such option are sold. There is no assurance that the actual value realized by an executive will be at or near the value estimated by the Black-Scholes model. | |
The dollar value of RSUs shown represents the grant date fair value calculated based on the fair market value of the underlying shares of our Class A common stock on the respective grant dates and without any adjustment for estimated forfeitures. The actual value that an executive will realize on each RSU award will depend on the price per share of our Class A common stock at the time shares underlying the RSUs are sold. There can be no assurance that the actual value realized by an executive will be at or near the grant date fair value of the RSUs awarded. |
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Option Awards | ||||||||||||||||||||||||
Number of | Number of | Stock Awards | ||||||||||||||||||||||
Securities | Securities | Number of | Market Value | |||||||||||||||||||||
Underlying | Underlying | Shares or Units | of Shares or | |||||||||||||||||||||
Unexercised | Unexercised | Option | Option | of Stock That | Units of Stock | |||||||||||||||||||
Options | Options | Exercise | Expiration | Have Not | That Have Not | |||||||||||||||||||
Name | Exercisable | Unexercisable | Price | Date | Vested | Vested(1) | ||||||||||||||||||
Scott A. McGregor | 1,603,381 | (2) | 812,504 | (2) | $ | 21.3133 | 01/02/2015 | |||||||||||||||||
119,791 | (3) | 130,209 | (3) | 32.3867 | 01/02/2016 | |||||||||||||||||||
33,541 | (3) | 196,459 | (3) | 32.9300 | 05/02/2017 | |||||||||||||||||||
185,001 | (4) | $ | 4,835,926 | |||||||||||||||||||||
Henry Samueli, Ph.D. | 750,000 | (5) | 0 | 23.3733 | 03/01/2012 | |||||||||||||||||||
49,479 | (6) | 75,521 | (6) | 41.1500 | (6) | 05/09/2016 | ||||||||||||||||||
16,770 | (3) | 98,230 | (3) | 32.9300 | 05/02/2017 | |||||||||||||||||||
85,470 | (7) | $ | 2,234,186 | |||||||||||||||||||||
Eric K. Brandt | 0 | 175,000 | (8) | 32.9300 | 05/02/2017 | |||||||||||||||||||
76,563 | (9) | $ | 2,001,357 | |||||||||||||||||||||
David A. Dull | 52,116 | (5) | 0 | 1.6667 | 03/27/2008 | |||||||||||||||||||
32,250 | (5) | 0 | 20.5000 | (10) | 11/03/2008 | |||||||||||||||||||
103,125 | (5) | 0 | 26.5000 | 12/23/2011 | ||||||||||||||||||||
40,000 | (5) | 0 | 10.6800 | (10) | 08/04/2012 | |||||||||||||||||||
243,750 | (5) | 0 | 23.4133 | 11/09/2013 | ||||||||||||||||||||
150,000 | (5) | 0 | 22.8933 | 12/06/2013 | ||||||||||||||||||||
150,000 | (5) | 0 | 22.3933 | 12/11/2013 | ||||||||||||||||||||
41,437 | (3) | 17,063 | (3) | 21.4733 | 02/04/2015 | |||||||||||||||||||
29,687 | (3) | 45,313 | (3) | 41.1500 | 05/04/2016 | |||||||||||||||||||
9,479 | (3) | 55,521 | (3) | 32.9300 | 05/02/2017 | |||||||||||||||||||
55,626 | (11) | $ | 1,454,064 | |||||||||||||||||||||
Thomas F. Lagatta | 4,057 | (5) | 0 | 10.4933 | 07/02/2012 | |||||||||||||||||||
37,193 | (5) | 0 | 12.6670 | (10) | 07/02/2012 | |||||||||||||||||||
135,939 | (5) | 0 | 16.6070 | (10) | 05/18/2013 | |||||||||||||||||||
51,561 | (5) | 0 | 13.3333 | 05/18/2013 | ||||||||||||||||||||
337,500 | (5) | 0 | 22.8933 | 12/06/2013 | ||||||||||||||||||||
47,812 | (3) | 19,688 | (3) | 21.4733 | 02/04/2015 | |||||||||||||||||||
19,791 | (3) | 30,209 | (3) | 41.1500 | 05/04/2016 | |||||||||||||||||||
7,291 | (3) | 42,709 | (3) | 32.9300 | 05/02/2017 | |||||||||||||||||||
42,970 | (12) | $ | 1,123,236 | |||||||||||||||||||||
Vahid Manian | 10,000 | (5) | 0 | 23.4133 | 11/09/2013 | |||||||||||||||||||
82,500 | (5) | 0 | 23.4133 | 11/09/2013 | ||||||||||||||||||||
75,000 | (5) | 0 | 22.8933 | 12/06/2013 | ||||||||||||||||||||
41,437 | (3) | 17,063 | (3) | 21.4733 | 02/04/2015 | |||||||||||||||||||
29,687 | (3) | 45,313 | (3) | 41.1500 | 05/04/2016 | |||||||||||||||||||
9,479 | (3) | 55,521 | (3) | 32.9300 | 05/02/2017 | |||||||||||||||||||
55,626 | (11) | $ | 1,454,064 |
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(1) | Represents the fair market value per share of our common stock on December 31, 2007 ($26.14) multiplied by the number of shares underlying RSUs that had not vested as of December 31, 2007. | |
(2) | Pursuant to the terms of his agreement, Mr. McGregor was granted an option to purchase 3,000,000 shares of our Class A Common Stock upon his commencement of services on a full-time basis January 3, 2005. The option vested and became exercisable as to 25% of the underlying shares on the first anniversary of such commencement date, and the remaining 75% vests in successive equal installments upon Mr. McGregor’s completion of each additional month of service over the ensuing 36 months. | |
(3) | Each option vests and becomes exercisable for the total number of option shares in a series of successive equal monthly installments over the48-month period measured from the grant date. The following schedule sets forth the grant date of each option with such a vesting schedule (identified in terms of the expiration date reported for that option in the above table) and the total number of shares for which that option was originally granted: |
Number of Shares | ||||||||||||
Underlying Option | ||||||||||||
Name | Grant Date | Expiration Date | at Time of Grant | |||||||||
Scott A. McGregor | 01/03/2006 | 01/02/2016 | 250,000 | |||||||||
05/03/2007 | 05/02/2017 | 230,000 | ||||||||||
Henry Samueli, Ph.D. | 05/03/2007 | 05/02/2017 | 115,000 | |||||||||
David A. Dull | 02/05/2005 | 02/04/2015 | 58,500 | |||||||||
05/05/2006 | 05/04/2016 | 75,000 | ||||||||||
05/03/2007 | 05/02/2017 | 65,000 | ||||||||||
Thomas F. Lagatta | 02/05/2005 | 02/04/2015 | 67,500 | |||||||||
05/05/2006 | 05/04/2016 | 50,000 | ||||||||||
05/03/2007 | 05/02/2017 | 50,000 | ||||||||||
Vahid Manian | 02/05/2005 | 02/04/2015 | 58,500 | |||||||||
05/05/2006 | 05/04/2016 | 75,000 | ||||||||||
05/03/2007 | 05/02/2017 | 65,000 |
(4) | Determined on the basis of (i) RSUs awarded January 3, 2005 originally covering 300,000 shares of Class A common stock (of which 283,335 had vested as of December 31, 2007), (ii) RSUs awarded January 3, 2006 originally covering 124,999 shares of Class A common stock (of which 57,288 had vested as of December 31, 2007) and (iii) RSUs awarded May 5, 2007 originally covering 115,000 shares of Class A common stock (of which 14,375 had vested as of December 31, 2007). The remaining 16,665 RSUs from the January 3, 2005 award vested, and the underlying shares were issued, on February 5, 2008. The remaining 67,711 RSUs from the January 3, 2006 award vest, and the underlying shares will become immediately issuable, as follows: (i) 62,496 units vest in a series of eight equal successive quarterly installments upon Mr. McGregor’s completion of each three month period of service over the period measured from November 5, 2007 through November 5, 2009; and (ii) the remaining 5,215 units will vest February 5, 2010, provided he continues in our service through that date. The remaining 100,625 RSUS from the May 5, 2007 award vest, and the underlying shares will become immediately issuable, in a series of fourteen quarterly installments upon Mr. McGregor’s completion of each three month period of service over the period measured from November 5, 2007 through May 5, 2011. | |
(5) | Fully vested and immediately exercisable. | |
(6) | Such option was granted for 125,000 shares on May 10, 2006. The exercise price for such option, $41.15, exceeded the fair market value per share of our Class A common stock on the day of grant by $2.05. The option vests and becomes exercisable for such shares in a series of 48 equal successive monthly installments upon Dr. Samueli’s completion of each month of service over the period measured from May 5, 2006 through May 5, 2010. | |
(7) | Determined on the basis of (i) RSUs awarded May 10, 2006 originally covering 62,500 shares of Class A common stock (of which 27,343 had vested as of December 31, 2007) and (ii) RSUs awarded May 5, 2007 originally covering 57,500 shares of Class A common stock (of which 7,187 had vested as of December 31, 2007). The remaining 35,157 RSUs from the May 10, 2006 award vest, and the underlying shares will become immediately issuable, in a series of nine equal successive quarterly installments upon Dr. Samueli’s completion of each three month period of service over the period measured from November 5, 2007 through February 5, 2010. The remaining 50,313 RSUs awarded May 5, 2007 vest, and the underlying shares will become immediately issuable, in a series of fourteen quarterly installments upon Dr. Samueli’s completion of each three month period of service over the period measured from November 5, 2007 through May 5, 2011. | |
(8) | On May 3, 2007, pursuant to the terms of his agreement with Broadcom, Mr. Brandt was granted an option to purchase 175,000 shares of Class A Common Stock. The option will vest and become exercisable as to 25% of the underlying shares upon his continuation in service through March 26, 2008, and the remaining 75% will vest in successive equal installments upon his completion of each additional month of service over the ensuing 36 months. | |
(9) | Determined on the basis of the RSUs awarded to Mr. Brandt May 5, 2007 originally covering 87,500 shares of Class A common stock (of which 10,937 had vested as of December 31, 2007). The remaining 76,563 RSUs from that award will vest, and the underlying shares will become immediately issuable, in a series of fourteen quarterly installments upon his completion of each three month period of service over the period measured from November 5, 2007 through May 5, 2011. | |
(10) | In connection with the voluntary review of our past equity award practices, our Audit Committee determined that the accounting measurement dates for most stock options granted between June 1998 and May 2003 differed from the measurement dates previously used in accounting for |
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those awards. Messrs. Dull and Lagatta, who each received one or more such grants, each agreed on December 29, 2006 to an amendment that increased the per share exercise prices previously in effect for certain options. | ||
(11) | Determined on the basis of (i) RSUs awarded February 5, 2005 originally covering 19,500 shares of Class A common stock (of which 13,406 had vested as of December 31, 2007), (ii) RSUs awarded April 24, 2006 originally covering 37,500 shares of Class A common stock, (of which 16,406 had vested as of December 31, 2007) and (iii) RSUs awarded May 5, 2007 originally covering 32,500 shares of Class A common stock (of which 4,062 had vested as of December 31, 2007). The remaining 6,094 RSUs awarded February 5, 2005 vest, and the underlying shares will become immediately issuable, in a series of five quarterly installments upon the holder’s completion of each three month period of service over the period measured from November 5, 2007 through February 5, 2009. The remaining 21,094 RSUs awarded April 24, 2006 vest, and the underlying shares will become immediately issuable, in a series of nine quarterly installments upon the holder’s completion of each three month period of service over the period measured from November 5, 2007 through February 5, 2010. The remaining 28,438 RSUs awarded May 5, 2007 vest, and the underlying shares will become immediately issuable, in a series of fourteen quarterly installments upon the holder’s completion of each three month period of service over the period measured from November 5, 2007 through May 5, 2011. | |
(12) | Determined on the basis of (i) RSUs awarded February 5, 2005 originally covering 22,500 shares of Class A common stock (of which 15,468 had vested as of December 31, 2007), (ii) RSUs awarded April 24, 2006 originally covering 25,000 shares of Class A common stock (of which 10,937 had vested as of December 31, 2007), and (iii) RSUs awarded May 5, 2007 originally covering 25,000 shares of Class A common stock (of which 3,125 had vested as of December 31, 2007). The remaining 7,032 RSUs awarded February 5, 2005 vest, and the underlying shares of Class A common stock will become immediately issuable, in a series of five quarterly installments upon Mr. Lagatta’s completion of each three month period of service over the period measured from November 5, 2007 through February 5, 2009. The remaining 14,063 RSUs awarded April 24, 2006 vest, and the underlying shares of Class A common stock will become immediately issuable, in a series of nine quarterly installments upon Mr. Lagatta’s completion of each three month period of service over the period measured from November 5, 2007 through February 5, 2010. The remaining 21,875 RSUs awarded May 5, 2007 vest, and the underlying shares of Class A common stock become immediately issuable, in a series of fourteen quarterly installments upon Mr. Lagatta’s completion of each three month period of service over the period measured from November 5, 2007 through May 5, 2011. |
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Option Awards | Stock Awards | |||||||||||||||
Number of | Number of | |||||||||||||||
Securities | Shares | |||||||||||||||
Acquired | Value Realized on | Acquired | Value Realized on | |||||||||||||
Name | on Exercise | Exercise(1) | on Vesting | Vesting(2) | ||||||||||||
Scott A. McGregor | 40,000 | $ | 807,770 | 178,435 | $ | 5,831,312 | ||||||||||
Henry Samueli, Ph.D. | 0 | 0 | 26,718 | 874,547 | ||||||||||||
Eric K. Brandt | 0 | 0 | 10,937 | 360,210 | ||||||||||||
Bruce E. Kiddoo | 84,092 | 545,552 | 22,439 | 737,655 | ||||||||||||
David A. Dull | 137,250 | 3,277,268 | 21,877 | 715,582 | ||||||||||||
Thomas F. Lagatta | 15,000 | 450,101 | 17,970 | 587,728 | ||||||||||||
Vahid Manian | 125,000 | 2,702,874 | 21,877 | 715,582 |
(1) | Based on the amount by which the market price of a share of our Class A common stock on the dates of exercise exceeded the applicable exercise price per share of the option. | |
(2) | Represents the fair market value of a share of our common stock the date of vesting multiplied by the number of shares that have vested. |
• | one year of his then current base salary in regular payroll installments; | |
• | continuation of certain of his employee benefits for up to three years after his termination date; | |
• | the cash bonuses, if any, that were not vested because a requirement of continued employment had not been satisfied by him on the date of a termination event, plus a prorated share of any cash bonus with respect to any period used for calculating bonuses that had been partially completed by him as of the date of a termination event, calculated as if the performance criteria (if any) used to determine the cash bonus had been fully satisfied; and | |
• | the outstanding stock options, RSUs and any other equity awards granted to him will immediately vest as if he had completed an additional 24 months of service, and his options and other awards will remain exercisable for 24 months from the date of termination (but not beyond the expiration of their respective maximum terms). |
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• | one year’s additional salary at his then current rate (paid in regular payroll installments); | |
• | continuation of certain employee benefits for up to three years after the date of termination; | |
• | a prorated portion of any cash bonus for which he would otherwise be eligible for the year in which such termination occurs; and | |
• | accelerated vesting of his outstanding stock options, RSUs and any other equity awards as if he had completed an additional 24 months of service, and such options and other awards will remain exercisable for 24 months from the date of termination (but not beyond the expiration of their respective maximum terms). |
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Value of Restricted | ||||||||||||||||||||||
Continuation of | Value of Option | Stock | ||||||||||||||||||||
Name | Trigger | Salary and Bonus(1) | Benefits(2) | Acceleration(3) | Acceleration(3) | Total Value(4) | ||||||||||||||||
Scott A. McGregor | Change in Control | 0 | 0 | $ | 3,921,713 | $ | 4,835,926 | $ | 8,757,639 | |||||||||||||
Qualifying Termination | 971,750 | $ | 49,714 | 8,876,830 | 3,572,319 | 13,470,613 | ||||||||||||||||
Death or Disability | 321,750 | 0 | 3,921,713 | 4,835,926 | 9,079,389 | |||||||||||||||||
Henry Samueli, Ph.D. | Change in Control | 0 | 0 | 0 | 2,234,186 | 2,234,186 | ||||||||||||||||
Death or Disability | 0 | 0 | 0 | 2,234,186 | 2,234,186 | |||||||||||||||||
Eric K. Brandt | Change in Control | 0 | 0 | 0 | 2,001,357 | 2,001,357 | ||||||||||||||||
Qualifying Termination | 488,600 | 51,359 | 613,671 | 1,143,625 | 2,297,255 | |||||||||||||||||
Death or Disability | 0 | 0 | 0 | 2,001,357 | 2,001,357 | |||||||||||||||||
David A. Dull | Change in Control | 0 | 0 | 79,628 | 1,454,064 | 1,533,692 | ||||||||||||||||
Qualifying Termination | 418,800 | 51,359 | 451,197 | 1,074,197 | 1,995,553 | |||||||||||||||||
Death or Disability | 0 | 0 | 79,628 | 1,454,064 | 1,533,692 | |||||||||||||||||
Thomas F. Lagatta | Change in Control | 0 | 0 | 91,878 | 1,123,236 | 1,215,114 | ||||||||||||||||
Qualifying Termination | 397,860 | 51,331 | 395,245 | 837,316 | 1,681,752 | |||||||||||||||||
Death or Disability | 0 | 0 | 91,878 | 1,123,236 | 1,215,114 | |||||||||||||||||
Vahid Manian | Change in Control | 0 | 0 | 79,628 | 1,454,064 | 1,533,692 | ||||||||||||||||
Qualifying Termination | 418,800 | 51,359 | 451,197 | 1,074,197 | 1,995,553 | |||||||||||||||||
Death or Disability | 0 | 0 | 79,628 | 1,454,064 | 1,533,692 |
(1) | Represents one year’s additional salary based on the salary earned by such executive officer in 2007. Also represents the cash bonuses actually earned by each named executive officer for 2007, as determined by our Compensation Committee March 5, 2008. | |
(2) | Represents the aggregate value of the continuation of certain employee benefits for up to three years after the date of termination. For the purposes of this calculation, expected costs have not been adjusted for any actuarial assumptions related to mortality, likelihood that the executives will find other employment, or discount rates for determining present value. | |
(3) | Represents the aggregate value of the accelerated vesting of the executive officer’s unvested stock options and RSUs. | |
The amounts shown as the value of the accelerated stock options and RSUs in connection with a change in control without a qualifying termination and for termination upon death or disability are based solely on the intrinsic value of the options and RSUs as of December 31, 2007. For options, the intrinsic value was calculated by multiplying (i) the difference between the fair market value of our Class A common stock on December 31, 2007 ($26.14) and the applicable exercise price by (ii) the assumed number of option shares vesting on an accelerated basis on December 31, 2007. For RSUs, the intrinsic value was calculated by multiplying (i) the fair market value of our Class A common stock on December 31, 2007 ($26.14) by (ii) the assumed number of RSU shares vesting on an accelerated basis on December 31, 2007. | ||
The amount shown as the value of each accelerated option in connection with a qualifying termination represents the fair value of that option estimated by using the Black-Scholes option pricing model, in accordance with the provisions of SFAS 123R, multiplied by the assumed number of option shares vesting under such option on an accelerated basis on December 31, 2007. It also takes into account the incremental fair value of the extended24-month post-employment exercise period for the entire option. For a discussion of valuation assumptions used in the SFAS 123R calculations, see Note 8 of Notes to Consolidated Financial Statements, included in Part IV, Item 15 of our 2007Form 10-K. | ||
The amount shown as the value of the accelerated RSUs in connection with a qualifying termination represents the fair value calculated based on the fair market value of our Class A common stock on December 31, 2007 ($26.14) multiplied by the assumed number of RSU shares vesting on an accelerated basis on December 31, 2007. | ||
(4) | Excludes the value to the executive of the continuing right to indemnification and continuing coverage under our directors’ and officers’ liability insurance (if applicable). | |
In the event that any payments or benefits to which a named executive officer becomes entitled in accordance with the provisions of his agreement would otherwise constitute a parachute payment under Section 280G of the Internal Revenue Code, such payments and benefits will be subject to reduction to the extent necessary to assure that the named executive officer receives only thegreaterof (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the named executive officer the greatest after-tax amount of benefits after taking into account any excise tax imposed on those payments and benefits under Section 4999 of the Internal Revenue Code. To the extent any such reduction is required, the dollar amount of the salary continuation payments will be reduced first, then the number of options or other equity awards that would otherwise vest on an accelerated basis will be reduced, and finally the named executive officer’s remaining benefits will be reduced. |
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• | Whether the transaction is on terms comparable to those that could be obtained in arm’s length negotiations with an unrelated third party; | |
• | The availability of other sources for comparable services or products; | |
• | The extent of the Related Party’s interest in the transaction; | |
• | The conflicts of interest and corporate opportunity provisions of our Code of Ethics; | |
• | The benefits of the transaction to Broadcom; and | |
• | The impact or potential impact on a director’s independence, in the event the Related Party is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder or executive officer. |
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BY ORDER OF THE BOARD OF DIRECTORS | ||
![]() | ||
David A. Dull | ||
Irvine, California | Senior Vice President, Business Affairs, | |
April 29, 2008 | General Counsel and Secretary |
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(as Amended and Restated March 12, 2008)
I. | PURPOSE OF THE PLAN |
II. | STRUCTURE OF THE PLAN |
• | the Discretionary Grant Program, under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock or stock appreciation rights tied to the value of such Common Stock, | |
• | the Stock Issuance Program, under which eligible persons may be issued shares of Common Stock pursuant to restricted stock or restricted stock unit awards or other stock-based awards, made by and at the discretion of the Plan Administrator, that vest upon the completion of a designated service periodand/or the attainment of pre-established performance milestones, or under which shares of Common Stock may be issued through direct purchase or as a bonus for services rendered the Corporation (or any Parent or Subsidiary), and | |
• | the Director Automatic Grant Program, under which Eligible Directors shall automatically receive restricted stock units at designated intervals over their period of Board service. |
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IV. | ELIGIBILITY |
V. | STOCK SUBJECT TO THE PLAN |
A-2
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A-3
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I. | OPTION TERMS |
A. | Exercise Price. |
A-4
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II. | INCENTIVE OPTIONS |
A-5
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A-6
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IV. | CHANGE IN CONTROL/HOSTILE TAKE-OVER |
A-7
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A-8
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I. | STOCK ISSUANCE TERMS |
A-9
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A-10
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II. | CHANGE IN CONTROL/HOSTILE TAKE-OVER |
A-11
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I. | TERMS |
• | a restricted stock unit award covering that number of shares of Common Stock determined (i) first by multiplying the dollar sum of Three Hundred Thousand Dollars ($300,000) by a fraction the numerator of which is the number of months (including any partial month, expressed as a fraction) that will elapse between the date he or she commences Service as an Eligible Director and the first May 5th next succeeding such Service commencement date and the denominator of which is 12 months and (ii) then, by dividing the pro-rated dollar amount so calculated by the Fair Market Value per share on such commencement date. |
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II. | CHANGE IN CONTROL/HOSTILE TAKE-OVER |
• | The shares of Common Stock that are at the time of such Change in Control or Hostile Take-Over subject to any outstanding restricted stock units awards made to such Director under the Director Automatic Grant Program shall, immediately prior to the effective date of the Change in Control or Hostile Take-Over, vest in full and be issued to such individual as soon as administratively practicable thereafter, but in no event later than fifteen (15) business days after the effective date of such transaction;provided, however, that should there be a deferral election in effect at that time for any Eligible Director, then the issuance of the vested shares (or any other securities or consideration in which those vested shares of Common Stock may have been converted in the Change in Control or Hostile Take-Over transaction) shall be issued or distributed solely in accordance with the permissible Code Section 409A payment date or event specified in that deferral election. |
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I. | TAX WITHHOLDING |
II. | SHARE ESCROW/LEGENDS |
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IV. | AMENDMENT OF THE PLAN |
V. | USE OF PROCEEDS |
VI. | REGULATORY APPROVALS |
VII. | NO EMPLOYMENT/SERVICE RIGHTS |
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A-16
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A-17
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A-18
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A-19
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I. | PURPOSE OF THE PLAN |
II. | ADMINISTRATION OF THE PLAN |
III. | STOCK SUBJECT TO PLAN |
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IV. | OFFERING PERIODS |
V. | ELIGIBILITY |
B-2
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VI. | PAYROLL DEDUCTIONS |
VII. | PURCHASE RIGHTS |
B-3
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B-4
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VIII. | ACCRUAL LIMITATIONS |
IX. | EFFECTIVE DATE AND TERM OF THE PLAN |
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X. | AMENDMENT/TERMINATION OF THE PLAN |
XI. | GENERAL PROVISIONS |
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Corporations Participating in
Employee Stock Purchase Plan
As of March 12, 2008
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![(BROADCOM LOGO)](https://capedge.com/proxy/DEF 14A/0000892569-08-000694/a37173da3717300.gif)
CLASS A COMMON STOCK
JUNE 19, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF BROADCOM CORPORATION
THANK YOU FOR VOTING
Table of Contents
![(BROADCOM LOGO)](https://capedge.com/proxy/DEF 14A/0000892569-08-000694/a37173da3717300.gif)
5300 CALIFORNIA AVENUE
IRVINE, CALIFORNIA 92617-3038
To use the Internet to transmit your voting instructions, go to the website address shown above and have your proxy card in hand. Follow the instructions to create and submit electronic voting instructions.
You can access future Broadcom annual reports and proxy statements over the Internet through Broadcom’s online delivery service. By using this service, you will help Broadcom reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which you can access these materials. To enroll in the online program, please follow the instruction above to vote over the Internet and, when prompted, indicate that you agree to access shareholder communications electronically in future years.
Use any touch-tone telephone to transmit your voting instructions. Have your proxy card in hand when you call and follow the directions given.
Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope or return it to Broadcom Corporation c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.Please mail early to ensure that your proxy card is received prior to the Annual Meeting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x BRODC1 | KEEP THIS PORTION FOR YOUR RECORDS | |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
1. | To elect the following persons to serve on the Company’s Board of Directors until the next annual meeting of shareholders and/or until their successors are duly elected and qualified: | For All | Withhold For All | For All Except | ||||||||
Director Nominees: | ||||||||||||
01. | George L. Farinsky | 05. Alan E. Ross | o | o | o | |||||||
02. | Nancy H. Handel | 06. Henry Samueli, Ph.D. | ||||||||||
03. | John E. Major | 07. Robert E. Switz | ||||||||||
04. | Scott A. McGregor |
For | Against | Abstain | ||||||
2. | To approve an amendment and restatement of Broadcom’s 1998 Stock Incentive Plan, as previously amended and restated, that would (i) revise the automatic equity grant program for new and continuing non-employee directors, (ii) extend the term of the plan through March 12, 2018, (iii) revise the adjustments that may be made to certain performance criteria that may serve as the vesting conditions for performance-based awards made under the plan, and (iv) effect various technical revisions and improvements. | o | o | o | ||||
3. | To approve an amendment and restatement of Broadcom’s 1998 Employee Stock Purchase Plan, as previously amended and restated, that would (i) extend the term of the plan through April 30, 2018, (ii) revise the automatic share increase provision of the plan so that the number of shares of Class A common stock that will be automatically added to the share reserve on the first trading day of January each calendar year will increase from 1.00% to 1.25% of the total number of shares of Class A and Class B common stock outstanding on the last trading day of the immediately preceding calendar year, and (iii) effect various technical revisions and improvements. | o | o | o | ||||
4. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2008. | o | o | o | ||||
5. | In accordance with the discretion of the proxy holders, to transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. | |||||||
The Board of Directors recommends a voteFORthe nominees listed above and a voteFORproposals 2, 3 and 4. This proxy, when properly executed, will be voted as specified above.If no specification is made, this proxy will be voted FOR the election of the nominees listed above and FOR proposals 2, 3 and 4. |
Signature[PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
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![(BROADCOM LOGO)](https://capedge.com/proxy/DEF 14A/0000892569-08-000694/a37173da3717300.gif)
CLASS B COMMON STOCK
JUNE 19, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF BROADCOM CORPORATION
THANK YOU FOR VOTING
Table of Contents
![(BROADCOM LOGO)](https://capedge.com/proxy/DEF 14A/0000892569-08-000694/a37173da3717300.gif)
5300 CALIFORNIA AVENUE
IRVINE, CALIFORNIA 92617-3038
To use the Internet to transmit your voting instructions, go to the website address shown above and have your proxy card in hand. Follow the instructions to create and submit electronic voting instructions.
You can access future Broadcom annual reports and proxy statements over the Internet through Broadcom’s online delivery service. By using this service, you will help Broadcom reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which you can access these materials. To enroll in the online program, please follow the instruction above to vote over the Internet and, when prompted, indicate that you agree to access shareholder communications electronically in future years.
Use any touch-tone telephone to transmit your voting instructions. Have your proxy card in hand when you call and follow the directions given.
Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope or return it to Broadcom Corporation c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.Please mail early to ensure that your proxy card is received prior to the Annual Meeting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x BRODC1 | KEEP THIS PORTION FOR YOUR RECORDS | |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
1. | To elect the following persons to serve on the Company’s Board of Directors until the next annual meeting of shareholders and/or until their successors are duly elected and qualified: | For All | Withhold For All | For All Except | ||||||||
Director Nominees: | ||||||||||||
01. | George L. Farinsky | 05. Alan E. Ross | o | o | o | |||||||
02. | Nancy H. Handel | 06. Henry Samueli, Ph.D. | ||||||||||
03. | John E. Major | 07. Robert E. Switz | ||||||||||
04. | Scott A. McGregor |
For | Against | Abstain | ||||||
2. | To approve an amendment and restatement of Broadcom’s 1998 Stock Incentive Plan, as previously amended and restated, that would (i) revise the automatic equity grant program for new and continuing non-employee directors, (ii) extend the term of the plan through March 12, 2018, (iii) revise the adjustments that may be made to certain performance criteria that may serve as the vesting conditions for performance-based awards made under the plan, and (iv) effect various technical revisions and improvements. | o | o | o | ||||
3. | To approve an amendment and restatement of Broadcom’s 1998 Employee Stock Purchase Plan, as previously amended and restated, that would (i) extend the term of the plan through April 30, 2018, (ii) revise the automatic share increase provision of the plan so that the number of shares of Class A common stock that will be automatically added to the share reserve on the first trading day of January each calendar year will increase from 1.00% to 1.25% of the total number of shares of Class A and Class B common stock outstanding on the last trading day of the immediately preceding calendar year, and (iii) effect various technical revisions and improvements. | o | o | o | ||||
4. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2008. | o | o | o | ||||
5. | In accordance with the discretion of the proxy holders, to transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. The Board of Directors recommends a voteFORthe nominees listed above and a voteFORproposals 2, 3 and 4. This proxy, when properly executed, will be voted as specified above.If no specification is made, this proxy will be voted FOR the election of the nominees listed above and FOR proposals 2, 3 and 4. |
Signature[PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |