8 unchanged sentences
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
−Removed: Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
+Added: Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal
+Added: financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
8 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: There are no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of fiscal 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
+Added: During the third quarter of fiscal 2024, we completed the implementation of our new enterprise resource planning (“ERP”) system and have modified certain existing internal control processes and procedures related to the new system.
+Added: These changes did not materially affect our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fourth quarter of fiscal 2024.
+Added: As we add new functionality under this ERP system, we will continue to assess the impact on our internal control over financial reporting.
OTHER INFORMATION.
Director and Officer Trading Arrangements
−Removed: A significant portion of the compensation of the Company’s directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.
−Removed: Transactions in Company securities by directors and officers are required to be made in accordance with the Company’s insider trading policy, which requires that the transactions be in accordance with applicable U.S.
−Removed: federal securities laws that prohibit trading while in possession of material nonpublic information.
−Removed: Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
−Removed: The following table describes contracts, instructions or written plans for the sale or purchase of Company securities adopted by our directors and officers during the fourth quarter of fiscal 2023 that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”):
−Removed: Name and Title Date of Adoption Duration of Rule 10b5-1 Trading Arrangement Aggregate Number of Securities to Be Purchased or Sold
−Removed: Karilee Durham , Senior Vice President, Human Resources
−Removed: August 9, 2023
−Removed: Until August 9, 2024 , or such earlier date upon which all transactions are completed or expire without execution
−Removed: Sale of up to 5,000 shares
−Removed: None of our directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2023.
+Added: None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2024.
+Added: Principal Accounting Officer Transition
+Added: On November 11, 2024, Philip Carter notified the Company of his intention to resign from his position as Vice President, Corporate Controller and principal accounting officer (“PAO”) of the Company to pursue another opportunity.
+Added: Carter’s departure is not due to any disagreement with the Company on any matter relating to the Company’s financial statements, internal control over financial reporting, operations, policies or practices.
+Added: Carter will continue to serve as PAO of the Company through November 15, 2024.
+Added: Effective upon Mr.
+Added: Carter’s resignation, Kris Sennesael, age 55, Senior Vice President and Chief Financial Officer of the Company, a role he has held since he joined the Company in August 2016, will assume the role of PAO of the Company.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
5 unchanged sentences
EXECUTIVE COMPENSATION.
−Removed: The information to be included under the caption “Information about Executive and Director Compensation” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders is incorporated herein by reference.
+Added: Information required by this item (other than the information required by Item 402(v) of Regulation S-K) is contained in our definitive proxy statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
−Removed: The information to be included under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders is incorporated herein by reference.
+Added: Information required by this item is contained in our definitive proxy statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
−Removed: The information to be included under the captions “Certain Relationships and Related Transactions” and “Corporate Governance─Director Independence” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders is incorporated herein by reference.
+Added: Information required by this item is contained in our definitive proxy statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
−Removed: The information to be included under the caption “Ratification of Independent Registered Public Accounting Firm—Audit Fees” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders is incorporated herein by reference.
+Added: Information required by this item is contained in our definitive proxy statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
7 unchanged sentences
Consolidated Statements of Stockholders’ Equity for the three years ended September 27, 2024
−Removed: Notes to Consolidated Financial Statements Pages 45 through 63
+Added: Notes to Consolidated Financial Statements Page 45 through 63
The schedule listed below is filed as part of this Annual Report on Form 10-K:
4 unchanged sentences
EXHIBIT INDEX
+Added: Exhibit Number
Exhibit Description Form Incorporated by Reference Filed Herewith
29 unchanged sentences
10.3* Skyworks Solutions, Inc.
−Removed: Amended and Restated 2005 Long-Term Incentive Plan
−Removed: 8-K 001-05560 10.1 5/13/2013
−Removed: 10.4* Form of Nonstatutory Stock Option Agreement under the Company’s 2005 Long-Term Incentive Plan
−Removed: 10-Q 001-05560 10.B 1/31/2013
−Removed: 10.5* Skyworks Solutions, Inc.
Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended
5 unchanged sentences
10.6* Skyworks Solutions, Inc.
−Removed: Amended and Restated 2015 Long-Term Incentive Plan
−Removed: 10-Q 001-05560 10.2 7/30/2021
−Removed: 10.9* Form of Nonstatutory Stock Option Agreement under the Company’s 2015 Long-Term Incentive Plan
−Removed: 10-Q 001-05560 10.2 8/5/2015
−Removed: 10.10* Form of Performance Share Agreement under the Company’s Amended and Restated 2015 Long-Term Incentive Plan
−Removed: 10-Q 001-05560 10.1 2/4/2022
−Removed: 10.11* Form of Restricted Stock Unit Agreement under the Company’s Amended and Restated 2015 Long-Term Incentive Plan
−Removed: 10-Q 001-05560 10.2 2/4/2022
+Added: Second Amended and Restated 2015 Long-Term Incentive Plan (incorporated by reference to Annex 1 to the Company's Definitive Proxy Statement filed with the SEC on March 28, 2024)
+Added: DEF 14A 001-05560 3/28/2024
+Added: 10.7* Form of Nonstatutory Stock Option Agreement under the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan
+Added: 10.8* Form of Performance Share Agreement under the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan
+Added: 10.9* Form of Restricted Stock Unit Agreement under the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan
Fiscal Year 202 4 Executive Incentive Plan
5 unchanged sentences
10-Q 001-05560 10.1
+Added: Exhibit Number
Exhibit Description Form Incorporated by Reference Filed Herewith
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8-K 001-05560 10.1 4/22/2021
−Removed: 10.21^ Term Credit Agreement, dated as of May 21, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent
−Removed: 8-K 001-05560 10.1 5/26/2021
−Removed: 10.22^ First Amendment, dated as of March 6, 2023, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Term Credit Agreement, dated as of May 21, 2021, by and among the Company, the lenders party thereto and the administrative agent
−Removed: 8-K 001-05560 10.1
Revolving Credit Agreement, dated as of May 21, 2021, among the Company, the Borrowing Subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent
2 unchanged sentences
8-K 001-05560 10.2 3/10/2023
+Added: 19 Skyworks Solutions, Inc.
+Added: Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information
21 Subsidiaries of the Company
2 unchanged sentences
31.2 Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Exhibit Description Form Incorporated by Reference Filed Herewith
−Removed: Exhibit Filing Date
32.1 Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C.
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97.1 Skyworks Solutions, Inc.
+Added: Executive Compensation Recovery Policy
+Added: Exhibit Number
+Added: Exhibit Description Form Incorporated by Reference Filed Herewith
+Added: Exhibit Filing Date
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
18 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ Kris Sennesael Director
−Removed: Kris Sennesael
−Removed: Senior Vice President and Chief Financial Officer /s/ Eric J.
+Added: /s/ Kris Sennesael Kevin L.
+Added: Kris Sennesael Director
+Added: Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
1 unchanged sentence
Philip Carter
−Removed: /s/ Christine King
Vice President and Corporate Controller
−Removed: Christine King
+Added: /s/ Christine King
(Principal Accounting Officer)
+Added: Christine King
/s/ Suzanne E.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.