UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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) March 7, 2006
QUALCOMM INCORPORATED
(Exact name of registrant as specified in its charter)
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| Delaware
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000-19528
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95-3685934 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 5775 Morehouse Drive, San Diego, CA
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92121 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (858) 587-1121
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Long-Term Incentive Plan
At the annual stockholder meeting held on March 7, 2006, the stockholders of QUALCOMM
Incorporated (QUALCOMM or the Company) approved the QUALCOMM 2006 Long-Term Incentive Plan (2006
LTIP). The 2006 LTIP will replace the Company’s 2001 Stock Option Plan and the 2001 Non-Employee
Director Stock Option Plan and their predecessor plans and will be the source of shares issued
under the Executive Retirement Matching Contribution Plan (ERMCP).
The purpose of the 2006 LTIP is to advance the interests of the Company and its stockholders
by providing employees, non-employee directors, and other eligible participants with stock-based
financial incentives to align participants’ interests with the interests of the stockholders in the
long-term growth and success of the Company.
The 2006 LTIP permits the award of various forms of incentive awards, including stock options,
stock appreciation rights, restricted stock awards, restricted stock units, performance shares,
performance units, deferred compensation awards and other stock-based awards. The Compensation
Committee of the Board of Directors has the authority to determine the type of incentive award, as
well as the terms and conditions of the award, under the 2006 LTIP.
As of December 19, 2005, a maximum of 290,284,432 shares of QUALCOMM common stock (subject to
adjustment for changes in capital structure, stock dividends, or other similar events) are reserved
for use under the 2006 LTIP. Shares of QUALCOMM common stock covered by incentive awards
previously granted under the predecessor plans may be reused or added back to the 2006 LTIP under
certain circumstances. The 2006 LTIP also contains other limits with respect to the terms of
different types of incentive awards and with respect to the number of shares subject to awards that
can be granted to an employee during any fiscal year.
The 2006 LTIP is described in detail in the Company’s 2006 proxy statement filed with the
Securities and Exchange Commission in connection with the annual meeting of stockholders held on
March 7, 2006. This summary is qualified in its entirety by reference to the 2006 LTIP filed
herewith as Exhibit 99.1. The forms of grant notice and stock option agreement are filed herewith
as Exhibit 99.2.
Grant of Stock Options to Non-Employee Directors
As indicated above, the 2006 LTIP replaced the Company’s 2001 Non-Employee Director Stock
Option Plan. Effective upon stockholder approval of the 2006 LTIP, the Company granted each of the
11 Non-Employee Directors an option to purchase 18,000 shares of QUALCOMM common stock at an
exercise price of $47.24 per share, which was equal to the fair market value of the Company’s stock
on March 7, 2006 (the date of grant). The options vest and become exercisable over a five year
period. During the first year, ten percent of the options vest at the six month anniversary of the
date of grant and thereafter 1/60th of the total options vest on a monthly basis.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 7, 2006, after due approval by the Board of Directors and receipt of the requisite
vote of the Company’s stockholders earlier that day, the Company filed a Certificate of Amendment
to the Company’s Restated Certificate of Incorporation (the Amendment) that eliminated the
classified Board of Directors (which had provided for directors to serve staggered terms of three
years with approximately one-third of the Board being subject to election each year) and eliminated
cumulative voting in the election of directors. This description of the Amendment is qualified in
its entirety by reference to the Amendment filed herewith as Exhibit 99.3.
In
addition, on March 7, 2006, the Board of Directors approved a Restated Certificate of Incorporation of
the Company (the New Restated Certificate), which integrated the provisions of the Company’s prior
Restated Certificate of Incorporation, as it had been amended, including by the Amendment. This
description of the New Restated Certificate set forth herein is qualified in its entirety by
reference to the New Restated Certificate filed herewith as Exhibit 99.4. The New Restated
Certificate was filed with the Delaware Secretary of State shortly after the filing of the
Amendment.
Also
on March 7, 2006, the Board of Directors adopted Amended and Restated Bylaws (the Restated Bylaws) of
the Company, effective after the filing of the Amendment, to supersede and replace the existing
Bylaws of the Company. The Restated Bylaws include, among other things, revisions that reflect the
changes to the Certificate of Incorporation to eliminate the classified Board of Directors and to
eliminate cumulative voting. The Restated Bylaws also authorize written consents of the Board of
Directors to be effected by electronic transmission. This description of the Restated Bylaws is
qualified in its entirety by reference to the Restated Bylaws filed herewith as Exhibit 99.5.