WILMERHALE Lillian Brown +1 202 663 6743 (t) +1 202 663 6363 (f ) [email protected] February 9, 2021 Via E-mail to [email protected] U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549 Re: Skyworks Solutions, Inc. Withdrawal of No-Action Request Dated January 5, 2021, Relating to Shareholder Proposal Submitted by the Green Century Equity Fund Ladies and Gentlemen: We are writing on behalf of our client, Skyworks Solutions, Inc. (the “Company”), with regard to our letter dated January 5, 2021 (the “No-Action Request”) concerning the shareholder proposal and statement in support thereof relating to climate change (collectively, the “Proposal”) from the Green Century Equity Fund (the “Proponent”) for inclusion in the proxy statement to be distributed to the Company’s shareholders in connection with its 2021 Annual Meeting of Shareholders (the “Proxy Materials”). In the No-Action Request, the Company sought concurrence from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) that the Company could exclude the Proposal from its Proxy Materials pursuant to Rule 14a-8(e), on the basis that the Company did not receive the Proposal from the Proponent before the deadline for submitting shareholder proposals to the Company for inclusion in the Proxy Materials. On February 1, 2021, the Proponent withdrew the Proposal by letter (attached as Exhibit A to this letter). In reliance on the Proponent’s letter, the Company is withdrawing the No-Action Request. Wilmer Cutler Pickering Hale and Dorr LLP, 1875 Pennsylvania Avenue NW, Washington, DC 20006 Beijing Berlin Boston Brussels Denver Frankfurt London Los Angeles New York Palo Alto San Francisco Washington WILMERHALE February 9, 2021 Page 2 If the Staff has any questions with respect to the foregoing, or requires additional information, please do not hesitate to contact me at [email protected] or (202) 663-6743, or Robert J. Terry, Senior Vice President and General Counsel of Skyworks Solutions, Inc., at [email protected]. Very truly yours, Lillian Brown Enclosure cc: Green Century Equity Fund Robert J. Terry Wilmer Cutler Pickering Hale and Dorr LLP, 1875 Pennsylvania Avenue NW, Washington, DC 20006 Beijing Berlin Boston Brussels Denver Frankfurt London Los Angeles New York Palo Alto San Francisco Washington EXHIBIT A GREEN CENTURY FUNDS February 1, 2021 Robert J. Terry Senior Vice President, General Counsel and Secretary Skyworks Solutions, Inc. 5221 California Avenue Irvine, CA 92617 Re: Terms for Withdrawal of Shareholder Proposal on Greenhouse Gas Reduction Goals Dear Mr. Terry, We would like to thank you and your colleagues for a productive discussion about reducing Skyworks Solutions lnc.'s exposure to climate risk through adoption of targets to reduce greenhouse gas (GHG} emissions and increase usage of clean energy. We appreciated the thoughtful approach taken by the company and your willingness to listen to and discuss our concerns as shareholders. To form the basis of a withdrawal agreement, we propose the following: l. Company representatives meet with the Green Century Funds after the publication of the Company's 2020 Sustainability Report and prior to the shareholder filing deadline for the Company's 2022 shareholder proposals. With your signature, this letter shall serve as notice that Green Century Funds, as filer of the Greenhouse Gas Reduction Goals for inclusion in the 2021 proxy statement, hereby withdraws its proposal. We commend Skyworks Solutions for your commitment to addressing its climate risk exposure and will strengthen the company. We greatly appreciate management's candor and willingness to engage with investors on these concerns. Sincerely, SKYWORKS SOLUTIONS, INC. ~♦ A GREEN y 'CENTURY FUNDS January 13, 2021 Via E-mail to [email protected] U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, NE Washington, DC 20549 Re: Skyworks Solutions, Inc. Exclusion of Shareholder Proposal by the Green Century Equity Fund Dear Sir or Madam, Green Century Funds is writing to oppose Skyworks Solutions Inc.’s (the “Company”) request to exclude Green Century’s resolution from its proxy statement and proxy to be filed and distributed in connection to its 2021 annual meeting of shareholders; their request was sent to your attention on January 5, 2021. The issue at hand is a whether Green Century Funds’ shareholder proposal reached the Company’s offices by the filing date of November 27, 2020. Please note that this date was the Friday directly after Thanksgiving, a business day. We had provided Skyworks Solutions the United Parcel Service’s (“UPS”) tracking information for our package, which the Company incorrectly interpreted in its letter to you. UPS uses an online package tracking system called “iShip”, an image of which has been provided below. As iShip indicates, the package was sent “Out for Delivery” to Skyworks Solutions on November 27, 2020. At 11:02 AM on the same day, iShip states “Delivery has been rescheduled due to holiday closures.” We contacted UPS to clarify this note. They stated that the receiving facility was closed for the holiday, i.e. Skyworks Solutions, not the UPS facility. We had sent the package on Tuesday, November 24, 2020 with UPS’s 2nd Day Air A.M. service. Because Thursday, November 26, 2020, was the Thanksgiving holiday and UPS doesn’t deliver on the holiday, this puts the package delivery date and time at the filing date. We would also like to note that nowhere in the Company’s published materials, including its website, did it indicate that its offices would be closed on the filing date, November 27, 2020. SHIPPING TOOLS Your Tracking Information ~ Status: DELIVERED Delivered To: IRVINE, CA US Delivery Date: Mon 30 Nov 2020 Delivery Location: Front Desk Signed By: CV MIKE Carrier: UPS Service: 2nd Day Ai r A.M. UPS Tracking Number: 1ZW3V1 50A588355551 Scan History: Mnn JO Nov 2020 9:19#1 Delivered IRVINE CA US 8:01 AJ,1 Out For Oetiverv Todav Aliso Vieio CA US ,at 28 Nov 2020 10: 18 AJ,I The receiving business was closed at the time of the first delivery attempt. A second attemot will be made. Aliso Vieio CA US 9:52 AJA Out For Oelfverv Todav Aliso Vleio CA US 6:22 AJ,1 Loaded on Delivery Vehicle Aliso Vieio CA US 3:50AJA Processine at UPS Facllitv Aliso Vielo CA us Fri 27 Nov 2020 9:02 PM Processine at UPS Facilitv Aliso Vieio CA US , . , , ... , ltt,. ..., . "'" . .. ..... 9:44AJA Out For Deliverv Today Aliso Vieio CA US 6:47 AJA Processinl! at UPS Facilitv Aliso Viejo CA us Wed 25 Nov 2020 10:15 PM Proxessina at UPS Facilitv Aliso Vieio CA US 8:55 PM Arrived at Facilitv Aliso Vieio CA US 7:55 PM Oeoarted from Facilltv san Ofe•o CA US 5:03 PM Arrived at Facility San Diel!O CA US 3:43 PM Departed from Facilitv Louisville KY US 11:19AM Arrived at Facllitv Louisville KY US 8:32 AJA Deoarted from Facilitv East Boston MA us 4:00AJA Arrived at Facititv East Boston /,IA US 2:45 AJA Departed from Facilitv Chelmsford ~IA US Tue 24 Nov 2020 10:21 PM Arrived at Facllitv Chelmsford /,IA US 10:11 PM Deoarted from Facilitv Somerville MA US 6:52 PM Orieln Scan Somerville /,IA US 4:56 PM Shiooer created a label, UPS has not received the oackaee vet. US NOTF: ThP timPc. li~tPn in thP ~r:;an r1Pt;ail~ ;i,rp lorAI rimP. Therefore, we respectfully request that Green Century Funds’ resolution not be excluded from Skyworks Solutions’ 2021 proxy statement and proxy. With best regards, Andrea Ranger Shareholder Advocate WILMERHALE Lillian Brown +1 202 663 6743 (t) +1 202 663 6363 (f) [email protected] January 5, 2021 Via E-mail to [email protected] U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, NE Washington, DC 20549 Re: Skyworks Solutions, Inc. Exclusion of Shareholder Proposal by the Green Century Equity Fund Ladies and Gentlemen: We are writing on behalf of our client, Skyworks Solutions, Inc. (the “Company”), to inform you of the Company’s intention to exclude from its proxy statement and proxy to be filed and distributed in connection with its 2021 Annual Meeting of Shareholders (the “2021 Proxy Materials”) the enclosed shareholder proposal and supporting statement (collectively, the “Proposal”) submitted by the Green Century Equity Fund (the “Proponent”) addressing climate change. The Company respectfully requests that the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) advise the Company that it will not recommend any enforcement action to the Commission if the Company excludes the Proposal from its 2021 Proxy Materials pursuant to Rule 14a-8(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the Company did not receive the Proposal from the Proponent before the deadline for submitting shareholder proposals to the Company for inclusion in the 2021 Proxy Materials. Pursuant to Rule 14a-8(j) of the Exchange Act and Staff Legal Bulletin No. 14D (November 7, 2008) (“SLB 14D”), the Company is submitting electronically to the Commission this letter, and the Proposal and related correspondence (attached as Exhibit A to this letter), and is concurrently sending a copy to the Proponent, no later than eighty calendar days before the Company intends to file its definitive 2021 Proxy Materials with the Commission. WILMERHALE January 5, 2021 Page 2 Background The deadline for receiving shareholder proposals for inclusion in the 2021 Proxy Materials was November 27, 2020.