UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 31, 2020 (March 30, 2020)
BROADCOM INC.
(Exact Name of Registrant as Specified in Charter)
| | | | |
Delaware | | 001-38449 | | 35-2617337 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
1320 Ridder Park Drive, San Jose, California | | 95131 |
(Address of principal executive offices) | | (Zip Code) |
(408) 433-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of Each Class | | Trading Symbol(s) | | Name of each Exchange on Which Registered |
Common Stock, $0.001 par value | | AVGO | | The Nasdaq Global Select Market |
Mandatory Convertible Preferred Stock, Series A, $0.001 par value | | AVGOP | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On March 30, 2020, Broadcom Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders. Holders of the Company’s shares of common stock voted on the following matters:
| (1) | To elect 9 members to the Company’s board of directors; |
| (2) | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 1, 2020; |
| (3) | Non-binding, advisory vote to approve the compensation of the Company’s named executive officers. |
For each of these proposals a quorum was present. The votes cast in connection with such matters were as follows:
| (1) | Election of Directors: |
| | | | | | | | | | | | | | | | | | |
| | Name | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
(a) | | Hock E. Tan | | | 334,366,504 | | | | 1,814,907 | | | | 1,423,928 | | | | 30,000,827 | |
(b) | | Henry Samueli | | | 333,491,316 | | | | 2,678,787 | | | | 1,435,236 | | | | 30,000,827 | |
(c) | | Eddy W. Hartenstein | | | 324,185,791 | | | | 11,899,265 | | | | 1,520,283 | | | | 30,000,827 | |
(d) | | Diane M. Bryant | | | 335,309,758 | | | | 836,185 | | | | 1,459,396 | | | | 30,000,827 | |
(e) | | Gayla J. Delly | | | 335,999,089 | | | | 141,461 | | | | 1,464,789 | | | | 30,000,827 | |
(f) | | Raul J. Fernandez | | | 335,805,517 | | | | 178,876 | | | | 1,620,946 | | | | 30,000,827 | |
(g) | | Check Kian Low | | | 334,306,130 | | | | 1,829,166 | | | | 1,470,043 | | | | 30,000,827 | |
(h) | | Justine F. Page | | | 335,970,396 | | | | 122,188 | | | | 1,512,755 | | | | 30,000,827 | |
(i) | | Harry L. You | | | 335,209,674 | | | | 915,272 | | | | 1,480,393 | | | | 30,000,827 | |
| (2) | Ratify appointment of PricewaterhouseCoopers LLP: |
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
362,450,273 | | 3,521,756 | | 1,634,137 | | 0 |
| (3) | Non-binding Advisory Vote to Approve Compensation of Named Executive Officers: |
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
268,960,881 | | 66,898,206 | | 1,746,252 | | 30,000,827 |
Each of the director nominees was elected and each of proposals 2 and 3 was approved by the Company’s stockholders.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 2020
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Broadcom Inc. |
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By: | | /s/ Thomas H. Krause, Jr. |
Name: | | Thomas H. Krause, Jr. |
Title: | | Chief Financial Officer |
