UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): November 9, 2010
Skyworks Solutions, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-5560
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04-2302115 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 20 Sylvan Road, Woburn, Massachusetts
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01801 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 781-376-3000
Not Applicable
Former name or former address, if changed since last report
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
(e) APPROVAL OF FISCAL YEAR 2011 EXECUTIVE INCENTIVE PLAN
On November 9, 2010, the Compensation Committee of Skyworks Solutions, Inc. (the “Company”)
approved the Fiscal Year 2011 Executive Incentive Plan (the “Incentive Plan”). The Incentive Plan
establishes cash incentive awards that may be earned by senior management approved for
participation in the Incentive Plan, including the Named Executive Officers of the Company, based
on the Company’s achievement of certain corporate performance metrics on a semi-annual basis. The
Incentive Plan also establishes minimum performance metrics that must be achieved before any
incentives are awarded under the Incentive Plan. The Incentive Plan’s semi-annual corporate goals,
which are approved by the Compensation Committee of the Company, involve achievement of certain
revenue, gross margin, operating margin, inventory management, product unit and customer
satisfaction metrics for the first and second half of fiscal year 2011. Under the Incentive Plan,
the Company’s Chief Executive Officer is eligible to earn cash incentive awards equaling
one-hundred percent (100%) of his base salary for the fiscal year if the Company achieves its
target performance metrics, with the opportunity to earn up to a maximum of 2.2 times his target
award to the extent the Company exceeds its target performance metrics. The Company’s other Named
Executive Officers are eligible to earn cash incentive awards equaling seventy percent (70%) of
their respective base salaries for the fiscal year if the Company achieves its target performance
metrics, with the opportunity to earn up to a maximum of two times their target awards to the
extent the Company exceeds its target performance metrics. Upon completion of the first six months
of fiscal year 2011, the Compensation Committee will determine the extent to which the Company’s
performance goals for the first half of the fiscal year were attained, and whether any incentives
awards should be made. Upon completion of the second half of the fiscal year, the Compensation
Committee will complete the same process. Twenty percent (20%) of any award made for the first half
of the fiscal year will be held back and paid after year-end provided that the minimum performance
threshold for the second half of the fiscal year is met. In addition, the Compensation Committee
has discretion to issue the Company’s common stock in lieu of cash for all, or a part of, an award
that is made under the Incentive Plan.