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Broadcom Corporation (Name of Registrant As Specified in Its Charter) Table of Contents SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement þ Definitive Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-12 Broadcom Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): þ Fee not required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents BROADCOM CORPORATION 5300 California Avenue Irvine, California 92617-3038 March 29, 2013 Dear Fellow Shareholder: You are cordially invited to attend our 2013 Annual Meeting of Shareholders, which will be held at Broadcom’s corporate headquarters, 5300 California Avenue, Irvine, California, at 10:00 a.m. local time, on Tuesday, May 14, 2013. The formal meeting notice and proxy statement are attached. At this year’s Annual Meeting, shareholders will be asked to elect nine directors to serve for the coming year and ratify the appointment of KPMG LLP to serve as our independent registered public accounting firm for the year ending December 31, 2013. This year we are again using the Internet as our primary means of furnishing proxy materials to our shareholders. Accordingly, most shareholders will not receive paper copies of our proxy materials. We will instead send our shareholders a notice with instructions for accessing the proxy materials and voting electronically over the Internet or by telephone. The notice also provides information on how shareholders may request paper copies of our proxy materials. We believe electronic delivery of our proxy materials and annual report will help us reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which our shareholders can access these materials. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting and we urge you to vote as soon as possible. As an alternative to voting in person at the Annual Meeting, you can vote your shares electronically over the Internet or by telephone, or if you receive a proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form. Timely voting by any of these methods will ensure your representation at the Annual Meeting. For admission to the Annual Meeting, each shareholder will be asked to present valid picture identification, such as a driver’s license or passport, and proof of ownership of our common stock as of the record date, such as a brokerage statement, proxy card or voting instruction form reflecting stock ownership. We look forward to seeing you on May 14th. Sincerely, Henry Samueli, Ph.D. Scott A. McGregor Co-Founder, Chairman of the Board and President and Chief Executive Officer Chief Technical Officer Table of Contents BROADCOM CORPORATION NOTICE OF THE 2013 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 14, 2013 TO OUR SHAREHOLDERS: NOTICE IS HEREBY GIVEN that the 2013 Annual Meeting of Shareholders of Broadcom Corporation, a California corporation, will be held at our corporate headquarters, 5300 California Avenue, Irvine, California, at 10:00 a.m. local time, on May 14, 2013, for the following purposes, as more fully described in the proxy statement accompanying this notice: 1. To elect the following persons to serve on our Board of Directors until the next annual meeting of shareholders and/or until their successors are duly elected and qualified: Robert J. Finocchio, Jr., Nancy H. Handel, Eddy W. Hartenstein, Maria M. Klawe, Ph.D., John E. Major, Scott A. McGregor, William T. Morrow, Henry Samueli, Ph.D., and Robert E. Switz. 2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2013. 3. To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. All shareholders of record at the close of business on March 18, 2013 are entitled to notice of and to vote at the Annual Meeting and any adjournment(s) or postponement(s) thereof. We cordially invite all shareholders to attend the Annual Meeting in person. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. As an alternative to voting in person at the Annual Meeting, you can vote your shares electronically over the Internet or by telephone, or if you receive a proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form. For detailed information regarding voting instructions, please refer to the section entitled “How do I vote?” on page 2 of the Proxy Statement. FOR ADMISSION TO THE ANNUAL MEETING, EACH SHAREHOLDER WILL BE ASKED TO PRESENT VALID PICTURE IDENTIFICATION, SUCH AS A DRIVER’S LICENSE OR PASSPORT, AND PROOF OF OWNERSHIP OF OUR COMMON STOCK AS OF THE RECORD DATE, SUCH AS A BROKERAGE STATEMENT, PROXY CARD OR VOTING INSTRUCTION FORM REFLECTING STOCK OWNERSHIP. BY ORDER OF THE BOARD OF DIRECTORS Irvine, California Arthur Chong March 29, 2013 Executive Vice President, General Counsel and Secretary Table of Contents INTERNET AVAILABILITY OF PROXY MATERIALS THIS YEAR WE ARE AGAIN USING THE INTERNET AS OUR PRIMARY MEANS OF FURNISHING PROXY MATERIALS TO OUR SHAREHOLDERS. CONSEQUENTLY, MOST SHAREHOLDERS WILL NOT RECEIVE PAPER COPIES OF OUR PROXY MATERIALS. WE WILL INSTEAD SEND OUR SHAREHOLDERS A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS WITH INSTRUCTIONS FOR ACCESSING OVER THE INTERNET THE PROXY MATERIALS, INCLUDING OUR PROXY STATEMENT AND ANNUAL REPORT, AND VOTING ELECTRONICALLY OVER THE INTERNET. THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS ALSO PROVIDES INFORMATION ON HOW SHAREHOLDERS MAY OBTAIN PAPER COPIES OF OUR PROXY MATERIALS IF THEY SO CHOOSE. WE BELIEVE ELECTRONIC DELIVERY OF OUR PROXY MATERIALS AND ANNUAL REPORT WILL HELP BROADCOM REDUCE THE ENVIRONMENTAL IMPACT AND COSTS OF PRINTING AND DISTRIBUTING PAPER COPIES AND IMPROVE THE SPEED AND EFFICIENCY BY WHICH YOU CAN ACCESS THESE MATERIALS. IF YOU PREVIOUSLY ELECTED TO RECEIVE OUR PROXY MATERIALS ELECTRONICALLY, THESE MATERIALS WILL CONTINUE TO BE SENT VIA EMAIL UNLESS YOU CHANGE YOUR ELECTION. Broadcom®, the pulse logo, Connecting everything® and the Connecting everything logo are among the trademarks of Broadcom Corporation in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners. ©2013 Broadcom Corporation. All rights reserved. This proxy statement is printed on recycled paper. Table of Contents BROADCOM CORPORATION PROXY STATEMENT FOR THE 2013 ANNUAL MEETING OF SHAREHOLDERS MAY 14, 2013 TABLE OF CONTENTS Information about the Annual Meeting and Voting 1 Corporate Governance and Board Matters 5 Proposal One: Election of Directors 16 Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm 24 Audit Information 25 Other Matters for Consideration at the Annual Meeting 25 Ownership of Securities 26 Equity Compensation Plan Information 29 Executive Compensation and Other Information 31 Executive Officers 31 Compensation Discussion and Analysis 34 Compensation Committee Report* 55 Summary Compensation Table 56 Grants of Plan-Based Awards 58 Outstanding Equity Awards at Fiscal Year End 59 Option Exercises and Stock Vested 65 Severance and Change in Control Arrangements with Named Executive Officers 65 Calculation of Potential Payments upon Termination or Change in Control 69 Audit Committee Report* 71 Certain Relationships and Related Transactions 73 Other Information 74 * These items are not considered proxy solicitation materials and are not deemed filed with the U.S. Securities and Exchange Commission (SEC). Table of Contents PROXY STATEMENT FOR THE 2013 ANNUAL MEETING OF SHAREHOLDERS MAY 14, 2013 The enclosed proxy is solicited on behalf of the Board of Directors of Broadcom Corporation, a California corporation, for use at our 2013 Annual Meeting of Shareholders to be held on May 14, 2013 and at any adjournment(s) or postponement(s) thereof, referred to in this proxy statement as the Annual Meeting. The Annual Meeting will be held at 10:00 a.m. local time at Broadcom’s corporate headquarters, 5300 California Avenue, Irvine, California. Directions to attend the meeting can be found on our website at www.broadcom.com/investors. The proxy solicitation materials were first sent on or about April 1, 2013 to all shareholders entitled to vote at the Annual Meeting. IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE 2013 SHAREHOLDER MEETING TO BE HELD ON MAY 14, 2013 This proxy statement and our 2012 annual report to shareholders are available on our website address at www.broadcom.com/investors.
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