UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
July 20, 2021
Date of Report (Date of earliest event reported)
QUALCOMM Incorporated
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-19528 | 95-3685934 | |||||||
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
| 5775 Morehouse Drive, San Diego, California | 92121 | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
858-587-1121
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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, $0.0001 par value | QCOM | Nasdaq Stock 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 20, 2021, the Board of Directors (the Board) of QUALCOMM Incorporated (the Company) approved amendments to the Amended and Restated Bylaws of the Company (the Bylaws) in order to (a) reflect various recent amendments to Delaware law to (i) clarify that meetings of stockholders and directors may be held by means of remote communication, and (ii) permit the Company to provide notice to stockholders by electronic mail, (b) reflect changes in titles of certain Company officers, (c) provide that the Chief Executive Officer and the President, in addition to the Board, may determine whether to grant indemnification to junior officers and other employees or agents of the Company in accordance with Delaware law, (d) incorporate gender neutral terminology and (e) delete certain obsolete provisions.
The foregoing description of the Bylaws is not complete and is qualified in its entirety by reference to the Bylaws, a copy of which is filed as Exhibit 3.2 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||||||||
| Amended and Restated Bylaws of QUALCOMM Incorporated. | |||||||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101. | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUALCOMM Incorporated | |||||||||||||||||
| Date: | July 23, 2021 | By: | /s/ Donald J. Rosenberg | ||||||||||||||
| Donald J. Rosenberg | |||||||||||||||||
| General Counsel and Corporate Secretary | |||||||||||||||||