8-K


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

March 8, 2016
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, CA
 
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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07. Submission of Matters to a Vote of Security Holders.

Qualcomm Incorporated (the Company) held its 2016 Annual Meeting of Stockholders on March 8, 2016 (the Annual Meeting). At the Annual Meeting, the Company’s stockholders considered five proposals, each of which is described briefly below and in more detail in the Company’s definitive proxy statement dated January 21, 2016. The final voting results for each proposal are set forth below.

Proposal 1:
To elect 12 directors to hold office until the Company’s next annual meeting of stockholders and until their respective successors have been elected and qualified:
 
FOR
 
WITHOLD
 
ABSTAIN
 
BROKER
NON-VOTES
 
 
 
 
 
 
 
 
Barbara T. Alexander
1,040,858,929
 
45,330,376
 
1,919,854
 
218,978,112
Raymond V. Dittamore
1,027,597,762
 
58,427,983
 
2,083,414
 
218,978,112
Jeffrey W. Henderson
1,080,694,981
 
4,870,814
 
2,543,364
 
218,978,112
Thomas W. Horton
1,057,442,112
 
29,320,433
 
1,346,614
 
218,978,112
Paul E. Jacobs
1,049,896,949
 
36,356,812
 
1,855,398
 
218,978,112
Harish Manwani
1,030,498,319
 
55,580,172
 
2,030,668
 
218,978,112
Mark D. McLaughlin
1,048,835,940
 
37,937,758
 
1,335,461
 
218,978,112
Steve Mollenkopf
1,076,978,653
 
9,912,967
 
1,217,539
 
218,978,112
Clark T. Randt, Jr.
1,057,989,877
 
28,091,819
 
2,027,463
 
218,978,112
Francisco Ros
1,055,741,056
 
30,314,580
 
2,053,523
 
218,978,112
Jonathan J. Rubinstein
1,059,952,745
 
26,803,737
 
1,352,677
 
218,978,112
Anthony J. Vinciquerra
1,081,513,645
 
5,296,134
 
1,299,380
 
218,978,112

Each of the foregoing nominees was elected and each received affirmative votes from more than a majority of the votes cast.

Proposal 2:
To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the Company’s fiscal year ending September 25, 2016:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
 
 
 
 
 
 
 
1,268,537,661
 
36,324,992
 
2,224,618
 
-

The foregoing proposal was approved.

Proposal 3:
To approve the Company’s 2016 Long-Term Incentive Plan:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
 
 
 
 
 
 
 
990,874,103
 
94,420,188
 
2,814,868
 
218,978,112

The foregoing proposal was approved.


Proposal 4:    Advisory vote to approve the Company’s executive compensation:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
 
 
 
 
 
 
 
1,014,064,113
 
70,417,856
 
3,627,190
 
218,978,112

The foregoing advisory vote was approved.






Proposal 5:    Stockholder proposal regarding proxy access:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
 
 
 
 
 
 
 
507,531,810
 
574,337,564
 
6,239,785
 
218,978,112

The foregoing proposal was not approved.







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:
March 11, 2016
By:
/s/ Donald J. Rosenberg
 
 
 
Donald J. Rosenberg
 
 
 
Executive Vice President, General Counsel and
 
 
 
Corporate Secretary