Qualcomm : 2024 voting results

QUALCOMM Incorporated

2024 Annual Meeting of Stockholders

Voting Results

QUALCOMM Incorporated (the "Company") held its 2024 Annual Meeting of Stockholders on March 5, 2024 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders considered four proposals, each of which is described briefly below and in more detail in the Company's definitive proxy statement dated January 18, 2024. The final voting results for each proposal are set forth below.

NOMINEE	FOR	WITHHOLD	ABSTAIN	BROKER NON-VOTES
Sylvia Acevedo	760,355,069	9,153,712	2,006,521	169,239,067
Cristiano R. Amon	766,126,053	3,464,681	1,924,568	169,239,067
Mark Fields	765,778,270	3,640,042	2,096,990	169,239,067
Jeffrey W. Henderson	721,461,392	47,364,824	2,689,086	169,239,067
Gregory N. Johnson	761,878,762	7,462,637	2,173,903	169,239,067
Ann M. Livermore	757,945,534	11,534,890	2,034,878	169,239,067
Mark D. McLaughlin	766,283,887	3,426,355	1,805,060	169,239,067
Jamie S. Miller	767,105,238	2,591,884	1,818,180	169,239,067
Irene B. Rosenfeld	754,414,187	14,932,203	2,168,912	169,239,067
Kornelis (Neil) Smit	761,890,019	7,385,772	2,239,511	169,239,067
Jean-Pascal Tricoire	758,499,444	10,957,051	2,058,807	169,239,067
Anthony J. Vinciquerra	760,400,856	8,655,684	2,458,762	169,239,067

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

Proposal 2 - Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 29, 2024.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
879,741,118	59,478,933	1,534,318	0

The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting. The foregoing proposal was approved.

Proposal 3 - Approval, on an advisory basis, of the compensation of our named executive officers.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
704,559,020	64,229,539	2,726,743	169,239,067

The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting. The foregoing proposal was approved.

Proposal 4 - Approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 15,000,000 shares.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
727,349,131	41,254,472	2,911,699	169,239,067

The foregoing proposal required the affirmative vote of a majority of the votes cast at the Annual Meeting. The foregoing proposal was approved.

Proposal 5 - Approval of an amendment to the Company's Certificate of Incorporation to reflect new Delaware law provisions regarding exculpation of officers.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
677,500,105	92,215,670	1,799,527	169,239,067

The foregoing proposal required the affirmative vote of a majority of the Company's outstanding shares entitled to vote at the Annual Meeting.

The foregoing proposal was approved. On March 6, 2024, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation incorporating the approved amendment, at which point the amendment became effective.

Proposal 6 - Approval of an amendment to the Company's Bylaws (the "Bylaws") to require claims under the Securities Act to be brought in federal court.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
671,581,992	95,670,245	4,263,065	169,239,067

The foregoing proposal required the affirmative vote of a majority of the Company's outstanding shares entitled to vote at the Annual Meeting.

The foregoing proposal was approved, and the applicable amendment to the Bylaws became effective immediately upon approval.