QUALCOMM Incorporated
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) November 2, 2005
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
of incorporation)
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(Commission
File Number)
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(IRS Employer
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) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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
On November 2, 2005, at a meeting of the Compensation Committee (the Committee) of the Board
of Directors of QUALCOMM Incorporated (the Company), the Committee approved bonuses of the
Companys executive officers for fiscal year 2005. The Committee also approved the annual base
salaries (effective as of December 17, 2005) of the Companys executive officers after a review of
performance and competitive market data and approved additional grants of options to purchase the
Companys stock for such individuals. The following table sets forth: the fiscal year 2005 bonus,
the annual base salary levels for 2006 and the number of shares subject to newly-approved option
grants for the Companys Named Executive Officers (which officers were determined by reference to
the Companys proxy statement dated January 14, 2005 who will continue to be employed by the
Company during calendar 2006, as well individuals expected to be Named Executive Officers in the
Companys proxy statement for its 2006 annual stockholder meeting).
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2005 |
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2006 |
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SHARES SUBJECT |
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NAME AND POSITION |
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BONUS |
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BASE SALARY |
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TO OPTIONS |
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Irwin Mark Jacobs |
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$ |
500,000 |
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$ |
650,000 |
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200,000 |
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Chairman of the Board |
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Paul E. Jacobs |
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$ |
500,000 |
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$ |
1,025,000 |
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900,000 |
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Chief Executive Officer |
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Steven R. Altman |
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$ |
450,000 |
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$ |
750,000 |
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620,000 |
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President |
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Sanjay K. Jha |
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$ |
425,000 |
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$ |
700,000 |
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565,000 |
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Executive Vice President and
President, CDMA Technologies
Group |
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William E. Keitel |
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$ |
350,000 |
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$ |
600,000 |
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475,000 |
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Executive Vice President and
Chief Financial Officer |
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Roberto Padovani |
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$ |
200,000 |
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$ |
465,000 |
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300,000 |
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Executive Vice President and
Chief Technology Officer |
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On November 4, 2005, the Committee approved the terms of the 2006 Annual Bonus Program
applicable to key employees of the Company, including the Companys executive officers. The design
of the Companys 2006 Annual Bonus Program (the Bonus Program) is substantially similar to the
Companys 2005, 2004 and other prior year programs, and all such programs reward achievement at
specified levels of financial and individual performance.
Under the Bonus Program each officer position has an assigned base target bonus level,
expressed as a percent of fiscal year end annual salary. Each officer position also has an
assigned stretch target bonus level, expressed as a percent of fiscal year end annual salary.
The target bonus levels are competitive with target bonuses for similar positions reported in
independent, third-party published surveys reviewed by the Committee. Depending on corporate and
business unit financial performance and individual performance, each officer may earn between 0 and
2.5x of the base target. Two components comprise the fundamental design of the Bonus Program:
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Financial Performance of the Company or the Company and relevant business unit, as
appropriate. Financial performance includes both revenue and Earnings Before Tax (EBT),
with greater emphasis placed on EBT. The level of performance, upon which the bonus
award is based, is determined from the ratio of fiscal year-end revenue and EBT compared
to the planned revenue and EBT budgets reviewed by the Board of Directors at the
beginning of the fiscal year. |
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Individual & Organizational Performance. This discretionary component enables the
Committee, and the CEO for executive officers other than the CEO, to adjust the annual
bonus based on each officers performance and contribution to the Company during the
fiscal year. |
The Committees approval of the terms of the Bonus Program shall not be deemed to create an
enforceable agreement between the Company and any employee or executive officer, and the Committee
retains discretion to reduce or refuse to authorize any awards under the Bonus Program despite
attainment of any specific objectives. No rights to any awards shall be deemed to exist unless and
until the Committee or, with respect to non-executive officers, the Company, authorizes payment of
any awards under the Bonus Program following the completion of any fiscal year measurement periods.
SIGNATURES
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.
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QUALCOMM Incorporated
(Registrant)
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Date: November 8, 2005 |
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By: |
/s/ Daniel L. Sullivan, Ph.D.
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Daniel L. Sullivan, Ph.D. |
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Executive Vice President, Human Resources |
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