UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 1, 2019 (March 29, 2019)
BROADCOM INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-38449 | 35-2617337 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1320 Ridder Park Drive, San Jose, California | 95131 | |||
(Address of principal executive offices) | (Zip Code) |
(408)433-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) orRule 12b-2 of the Securities Exchange Act of1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 1, 2019, Broadcom Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders. Holders of the Company’s shares of common stock voted on the following matters:
(1) | To elect 8 members to the Company’s board of directors; |
(2) | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 3, 2019; |
(3) | To approve amendments to the Company’s Second Amended and Restated Employee Share Purchase Plan; |
(4) | Non-binding, advisory vote to approve the compensation of the Company’s named executive officers. |
For each of these proposals a quorum was present. The votes cast in connection with such matters were as follows:
(1) | Election of Directors: |
Name | For | Against | Abstain | Broker Non-Votes | ||||||||
(a) | Hock E. Tan | 327,748,988 | 559,968 | 1,296,292 | 27,363,397 | |||||||
(b) | Henry Samueli | 326,092,373 | 2,069,207 | 1,443,668 | 27,363,397 | |||||||
(c) | Eddy W. Hartenstein | 308,617,563 | 19,582,775 | 1,404,910 | 27,363,397 | |||||||
(d) | Diane M. Bryant | 326,657,448 | 1,598,486 | 1,349,314 | 27,363,397 | |||||||
(e) | Gayla J. Delly | 327,762,073 | 489,626 | 1,353,549 | 27,363,397 | |||||||
(f) | Check Kian Low | 324,860,671 | 3,326,308 | 1,418,269 | 27,363,397 | |||||||
(g) | Peter J. Marks | 327,170,936 | 1,073,954 | 1,360,358 | 27,363,397 | |||||||
(h) | Harry L. You | 327,693,545 | 552,247 | 1,359,456 | 27,363,397 |
(2) | Ratify appointment of PricewaterhouseCoopers LLP: |
For | Against | Abstain | Broker Non-Votes | |||
352,506,350 | 3,040,460 | 1,421,835 | 0 |
(3) | Approve Amendments to the Second Amended and Restated Employee Share Purchase Plan: |
For | Against | Abstain | Broker Non-Votes | |||
327,741,676 | 541,778 | 1,321,794 | 27,363,397 |
(4) | Non-binding Advisory Vote to Approve Compensation of Named Executive Officers: |
For | Against | Abstain | Broker Non-Votes | |||
282,208,559 | 45,077,282 | 2,319,407 | 27,363,397 |
Each of the director nominees was elected and each of proposals2-4 was approved by the Company’s stockholders.
Item 8.01 Other Events
In a press release issued on March 29, 2019, Broadcom Inc. (“Broadcom”) announced that it intends to offer senior notes, subject to market conditions and other factors. The foregoing description is qualified in its entirety by reference to the press release dated March 29, 2019, a copy of which is filed as Exhibit 99.1 and incorporated by reference herein.
In a press release issued on March 29, 2019, Broadcom announced that it priced its previously announced offering of $2,000 million in aggregate principal amount of 3.125% Senior Notes due 2021, $1,500 million in aggregate principal amount of 3.125% Senior Notes due 2022, $2,000 million in aggregate principal amount of 3.625% Senior Notes due 2024, $2,500 million in aggregate principal amount of 4.250% Senior Notes due 2026 and $3,000 million in aggregate principal amount of 4.750% Senior Notes due 2029. Broadcom intends to use the net proceeds from the sale of the notes to repay outstanding indebtedness under its existing credit agreement with Bank of America, N.A., as the administrative agent and the other lenders named therein. The securities are being sold in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and tonon-U.S. persons outside the United States under Regulation S under the Securities Act. The foregoing description is qualified in its entirety by reference to the press release dated March 29, 2019, a copy of which is filed as Exhibit 99.2 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
BROADCOM INC. | ||||||||
Date: April 1, 2019 | By: | /s/ Thomas H. Krause, Jr. | ||||||
Name: | Thomas H. Krause, Jr. | |||||||
Title: | Chief Financial Officer |