Morning! I am Phil Brace, the CEO and President of Skyworks Solutions, Inc., and it is my pleasure to welcome you to the Skyworks Special Meeting of Stockholders. I am pleased to act as chairperson of this special meeting. Joining me virtually today are Robert Terry, Skyworks Senior Vice President, General Counsel, and Secretary, who will act as Secretary of this special meeting, and David Chase, our Vice President, Associate General Counsel, and Assistant Secretary. Before I call today's virtual meeting to order, I'd also like to introduce other members of the board of directors who are in attendance today. Christine King, Alan S. Batey, Kevin Beebe, Eric J. Guerin, Suzanne McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke. I would also like to introduce Terry Hassett, a representative of Broadridge, who is serving as our independent inspector of elections today. This special meeting is now called to order.
The agenda for this meeting is as follows: Mr. Chase will provide an overview of certain formal matters relating to this special meeting. Next, we will collect the votes of the proposals that are the subject of this special meeting, and that will conclude the formal business of the meeting. It is my pleasure to introduce Mr. Chase.
Thank you, Phil. The agenda and rules of conduct for this special meeting have been made available to you on the website for the special meeting. Please review these items carefully. If you would like to submit a question, you may do so through the online portal. I have a proof by affidavit, signed by a representative of Broadridge, that notice of this special meeting has been duly given and that the notice of special meeting of stockholders, proxy statement, and proxy card were mailed on or about December 23, 2025, to all stockholders of record as of the close of business on December 23, 2025. The affidavit, together with copies of the notice of special meeting of stockholders, proxy statement, and proxy card, and other proxy materials, will be included with the minutes of this special meeting. The Inspector of Elections, Mr.
Hassett has taken and subscribed the customary oath of office on behalf of Broadridge to execute his duties with strict impartiality. We will include this oath with the minutes of this special meeting. The Inspector of Elections function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. The Inspector of Elections has examined the proxies received and reports that more than a majority of the total issued and outstanding shares of common stock entitled to vote at this special meeting are present or are represented by proxies held by Phil Brace and Robert Terry. Therefore, I declare that we have a quorum. We will vote by proxy ballot today. Each holder of common stock will have the right to one vote per share of common stock.
If you have turned in a proxy and do not intend to change your vote, then it is not necessary that you vote now because we will count your proxy. If you are a stockholder of record and did not turn in a proxy, or wish to change your vote at this special meeting, you can vote by clicking on the voting button on the web portal and following the instructions there. These votes will be counted at the end of the formal business of this special meeting. I will now ask Phil to open the polls.
Thank you, David. The polls are now open for voting. Until the polls close, any stockholder may revoke or change his or her prior vote on any matter. However, upon closing the polls, no ballots, proxies, or votes, nor any revocations or changes will be accepted.
Thank you, Phil. We will now proceed with the formal business of this special meeting. This special meeting will be conducted in accordance with the rules of conduct made available to you online for this special meeting. There are two matters to be considered by stockholders at this special meeting. The first item of formal business, which we refer to as the stock issuance proposal, is the approval of the issuance of Skyworks common stock, par value 25 cents per share, pursuant to the agreement and plan of merger, dated as of October 27, 2025, by and among Skyworks, Qorvo, Inc., Comet Acquisition Corp., and Comet Acquisition II, LLC, pursuant to Nasdaq Listing Rule 5635(a).
For the reasons set forth in the Proxy Statement, the board of directors of Skyworks has recommended that holders of shares of Skyworks common stock vote in favor of the stock issuance proposal. The second item of formal business, which we refer to as the adjournment proposal, is the approval of the adjournment of this special meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of this special meeting to approve the stock issuance proposal, or if a quorum is not present at this special meeting, or to ensure that any supplement or amendment to the accompanying Proxy Statement is timely provided to Skyworks stockholders. The board of directors has recommended that holders of shares of Skyworks common stock vote in favor of the adjournment proposal.
We will now pause to review any questions submitted by stockholders on the proposals. Mr. Terry is monitoring questions on the online meeting portal and has informed me that no questions have been submitted related to these proposals. Seeing that there are no questions, we will now proceed with voting. Those of you who are voting during this meeting should submit your votes by clicking on the voting button on the web portal and following the instructions there.
I hereby declare the polls closed.
We have been informed by the Inspector of Election that the preliminary vote report shows that each of the stock issuance proposal and the adjournment proposal has been approved. As the stock issuance proposal has been approved, no adjournment of the meeting to solicit additional proxies is necessary. Final voting results will also be available on a current report on Form 8-K, filed with the SEC within four business days after the end of this special meeting. This concludes the formal business of this special meeting. As there is no further business, this special meeting of stockholders is hereby adjourned. Thank you for your attendance today.
This concludes today's special meeting. You may now disconnect.