Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
Appointment of Two New Directors
The Board of Directors (the "Board") of Skyworks Solutions, Inc. (the
"Registrant"), has appointed two new directors to the Board, upon the
recommendation of its Nominating and Corporate Governance Committee: Eric J.
Guerin (effective as of January 31, 2022), and Suzanne E. McBride (effective as
of February 2, 2022). In connection with the appointments, the size of the Board
was increased from eight to ten. Mr. Guerin and Ms. McBride will serve until the
Registrant's 2022 annual meeting of stockholders, when each will be a nominee
for election to the Board by a vote of the Registrant's stockholders, and
thereafter until his or her successor has been duly elected and qualified. The
Board has not yet determined Mr. Guerin's or Ms. McBride's committee
assignments. Cash compensation for both new directors will be as set forth in
the Registrant's Cash Compensation Plan for Directors, which was filed with the
Securities and Exchange Commission (the "SEC") on May 5, 2020, as Exhibit 10.1
to the Registrant's Quarterly Report on Form 10-Q. Mr. Guerin and Ms. McBride
will also be eligible to receive equity awards under the Registrant's Amended
and Restated 2008 Director Long-Term Incentive Plan, as Amended, which was filed
with the SEC on May 4, 2018, as Exhibit 10.1 to the Registrant's Quarterly
Report on Form 10-Q, including an initial award of restricted stock units as
provided for therein.
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