Of the Securities Exchange Act of 1934
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Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12 SKYWORKS SOLUTIONS, INC. (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 No fee required. o 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: o Fee paid previously with preliminary materials. o 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 January 24, 2003 Dear Stockholder: I am pleased to invite you to attend the annual meeting of stockholders of Skyworks Solutions, Inc. to be held at 2:00 p.m. Eastern Standard Time on Monday, March 10, 2003 at the Four Points Sheraton, located at 30 Wheeler Road in Burlington, Massachusetts (the “Annual Meeting”). We look forward to your attending either in person or by proxy. Details regarding admission to the Annual Meeting and the business to be conducted at the Annual Meeting are included in the attached Notice of Annual Meeting and Proxy Statement. Stockholders may also access the Notice of Annual Meeting and the Proxy Statement via the Company’s website at http://www.skyworksinc.com. Enclosed in this package is a proxy card for you to record your vote and a return envelope for your proxy card. Your vote is important. Whether or not you plan to attend the Annual Meeting, I hope that you will vote as soon as possible. You may vote on the Internet, by telephone or by completing and mailing the enclosed proxy card. Voting over the Internet, by phone or by written proxy will ensure your representation at the Annual Meeting, if you do not attend in person. Please review the instructions on the proxy card regarding each of these voting options. If you plan to attend the Annual Meeting, please check the box on your proxy card indicating your desire to attend or indicate your intention to attend when voting by telephone or via the Internet, and save the admission ticket attached to your proxy. Sincerely yours, Dwight W. Decker Chairman of the Board Table of Contents SKYWORKS SOLUTIONS, INC. 20 Sylvan Road 5221 California Avenue Woburn, MA 01801 Irvine, CA 92612 (781) 376-3000 (949) 231-3000 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 10, 2003 To the Stockholders of Skyworks Solutions, Inc.: The Annual Meeting of Stockholders of Skyworks Solutions, Inc., a Delaware corporation (the “Company”), will be held at 2:00 p.m., Eastern Standard Time on Monday, March 10, 2003 at the Four Points Sheraton, located at 30 Wheeler Road in Burlington, Massachusetts (the “Annual Meeting”) to consider and act upon the following proposals: 1. To elect two members of the Board of Directors of the Company as Class I Directors with terms expiring at the fiscal year 2005 Annual Meeting of Stockholders. 2. To approve the adoption by the Board of Directors of the Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan. 3. To ratify the selection of KPMG LLP as independent auditors for the Company for fiscal year 2003. 4. To transact such other business as may properly come before the 2002 Annual Meeting or any adjournment thereof. Only stockholders of record at the close of business on January 10, 2003 are entitled to notice of and to vote at the Annual Meeting. All stockholders are cordially invited to attend the Annual Meeting in person. However, to ensure your representation at the Annual Meeting, you are urged to vote in one of the following three ways whether or not you plan to attend the Annual Meeting: (1) by completing, signing and dating the accompanying proxy card and returning it in the postage-prepaid envelope enclosed for that purpose, (2) by completing your proxy using the toll free number listed on the proxy card, or (3) by completing your proxy on the Internet at the address listed on your proxy card. You may revoke your proxy in the manner described in the accompanying Proxy Statement at any time before it has been voted at the Annual Meeting. Any stockholder attending the Annual Meeting may vote in person even if he or she has returned a proxy. By Order of the Board of Directors, DANIEL N. YANNUZZI Vice President and Assistant Secretary Woburn, Massachusetts January 24, 2003 TABLE OF CONTENTS PROXY STATEMENT PROPOSAL 1 ELECTION OF DIRECTORS PROPOSAL 2 APPROVAL OF THE ADOPTION OF THE SKYWORKS SOLUTIONS, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN PROPOSAL 3 RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS OF THE COMPANY EXHIBIT A EXHIBIT B Table of Contents SKYWORKS SOLUTIONS, INC. 20 Sylvan Road 5221 California Avenue Woburn, MA 01801 Irvine, CA 92612 (781) 376-3000 (949) 231-3000 PROXY STATEMENT This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Skyworks Solutions, Inc., a Delaware corporation (“Skyworks” or the “Company”), for use at the Company’s Annual Meeting of Stockholders to be held on Monday, March 10, 2003 at the Four Points Sheraton, located at 30 Wheeler Road in Burlington, Massachusetts or at any adjournments thereof (the “Annual Meeting”). The Company’s Annual Report, which includes financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended September 27, 2002, is being mailed together with this Proxy Statement to all stockholders entitled to vote at the Annual Meeting. This Proxy Statement and form of proxy are first being mailed to stockholders on or about January 24, 2003. Only stockholders of record at the close of business on January 10, 2003 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 138,006,514 shares of Skyworks’ common stock issued and outstanding. Pursuant to Skyworks’ Certificate of Incorporation and By-Laws, and applicable Delaware law, each share of common stock entitles the holder of record at the close of business on the Record Date to one vote on each of the matters to be considered at the Annual Meeting. The holders of common stock are entitled to one vote per share on any proposal presented at the Annual Meeting. Stockholders may vote in one of the following three ways whether or not you plan to attend the Annual Meeting: (1) by completing, signing and dating the accompanying proxy card and returning it in the postage-prepaid envelope enclosed for that purpose, (2) by completing your proxy using the toll-free telephone number listed on the proxy card, or (3) by completing your proxy on the Internet at the address listed on the proxy card. If you attend the Annual Meeting, you may vote in person even if you have previously returned your proxy card or voted by phone or on the Internet. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revoked by (i) filing with the Secretary of the Company, before the taking of the vote at the Annual Meeting, a written notice of revocation bearing a later date than the proxy, (ii) duly completing a later-dated proxy relating to the same shares and delivering it to the Secretary of the Company before the taking of the vote at the Annual Meeting or (iii) attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). Any written notice of revocation or subsequent proxy should be sent so as to be delivered to Skyworks Solutions, Inc., 20 Sylvan Road, Woburn, MA 01801 Attention: Secretary, at or before the taking of the vote at the Annual Meeting. The representation in person or by proxy of at least a majority of the outstanding common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum for the transaction of business. Votes withheld from any nominee, abstentions and broker “non-votes” are counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting. A “non-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because, in respect of such other proposal, the nominee does not have discretionary voting power and has not received instructions from the beneficial owner.