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    QRVO   US74736K1016

QORVO, INC.

(QRVO)
  Report
Delayed Quote. Delayed Nasdaq - 09/21 04:00:00 pm
171.17 USD   +0.64%
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Qorvo : QRVO 2021 Proxy Statement

06/30/2021 | 03:54am EDT

June 29, 2021

Dear Stockholders:

You are cordially invited to attend Qorvo's 2021 Annual Meeting of Stockholders, which will be held on Tuesday, August 10, 2021, at 8:00 a.m. Eastern Daylight Time at the Four Seasons Hotel, 75 Fourteenth Street NE, Atlanta, Georgia 30309. During the annual meeting, we will discuss each item of business described in the Notice of Annual Meeting of Stockholders and Proxy Statement.

On or about June 29, 2021, we began mailing to certain stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our 2021 Annual Report, via the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials. Stockholders who did not receive the Notice of Internet Availability of Proxy Materials will receive a paper copy of the Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and 2021 Annual Report, which we also began mailing on or about June 29, 2021. Copies of our Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and 2021 Annual Report are available at www.proxyvote.com.

Your vote is important to us. It is important that your shares of common stock be represented at the annual meeting so that a quorum may be established. Even if you plan to attend the annual meeting in person, please read the proxy materials carefully and then vote your proxy as soon as possible. You may vote over the Internet, by telephone or by mailing a completed proxy card. Additional information is provided in the proxy materials. If you attend the annual meeting, you may revoke your proxy and vote your shares in person.

Sincerely,

Jason K. Givens

Secretary

QORVO, INC.

7628 THORNDIKE ROAD

GREENSBORO, NORTH CAROLINA 27409-9421

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AUGUST 10, 2021

Dear Stockholders:

We hereby give notice that the 2021 Annual Meeting of Stockholders of Qorvo, Inc. ("Qorvo") will be held on Tuesday, August 10, 2021, at 8:00 a.m. Eastern Daylight Time at the Four Seasons Hotel, 75 Fourteenth Street NE, Atlanta, Georgia 30309 for the following purposes:

  1. To elect the nine directors named in the accompanying proxy statement to serve a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.
  2. To approve, on an advisory basis, the compensation of our Named Executive Officers (as defined in the proxy statement).
  3. To hold an advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers.
  4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 2, 2022.
  5. To transact such other business as may properly come before the meeting.

Under Delaware law, only stockholders of record at the close of business on the record date, which is June 17, 2021, are entitled to notice of and to vote at the annual meeting or any adjournment thereof.

By Order of the Board of Directors,

Jason K. Givens

Secretary

June 29, 2021

In light of the COVID-19 pandemic, we may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the annual meeting in a different location or solely by means of remote communication (i.e. a virtual-only annual meeting). We plan to announce any such updates through a press release and on our Investor Relations website at ir.qorvo.com, and to file the announcement as definitive additional soliciting material on the Securities and Exchange Commission's ("SEC") EDGAR website. We encourage you to check our website and the SEC's EDGAR website prior to the annual meeting if you plan to attend. As always, we encourage you to vote your shares prior to the annual meeting.

2021 Proxy Statement i

2021 Proxy Statement Summary

2021 PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders

Š

Time and Date

8:00 a.m. Eastern Daylight Time, August 10, 2021

Š

Place

Four Seasons Hotel

75 Fourteenth Street NE

Atlanta, Georgia 30309

Š

Record Date

June 17, 2021

Š

Voting

Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one

vote for each director nominee and one vote for each of the other proposals.

Š

Entry

If you decide to attend the meeting in person, upon your arrival you will need to present valid photo

identification and, if you are not a registered holder, proof of ownership of Qorvo common stock. See page

1 for further instructions.

Meeting Agenda

Board Vote

Page Reference

Recommendation

(for more detail)

Š

Election of nine directors

FOR ALL

3

Š

Approval, on an advisory basis, of the compensation of our Named Executive Officers

FOR

51

  • Advisory vote on the frequency of future advisory votes on the compensation of our Named

Executive Officers

1 YEAR

53

  • Ratification of Ernst & Young LLP as our independent registered public accounting firm for

fiscal 2022

FOR

54

Transact such other business that properly comes before the meeting

Board Nominees

The following table provides summary information about each director nominee. The nominees receiving a majority of the votes cast at the meeting will be elected as directors.

Director

Name

Age

Since

Occupation

Independent

AC

CC

GNC

CDC

Ralph G. Quinsey

65

2015

Chairman of the Board of Qorvo; Secretary and

X

X

X

Treasurer of Dry Fly Distilling

Robert A. Bruggeworth

60

2013

President and CEO of Qorvo

X

Judy Bruner

62

2021

Former Executive Vice President, Administration and

X

X

X

Chief Financial Officer, SanDisk Corporation

Jeffery R. Gardner

61

2015

President and CEO of CalAmp Corp.

X

C

X

John R. Harding

66

2015

General Partner of Harding Partners, LP

X

X

C

David H. Y. Ho

62

2015

Chairman and Founder of Kiina Investment Ltd.

X

X

X

Roderick D. Nelson

61

2015

CEO of Geoverse, LLC and Co-founder and Principal of

X

X

X

X

Tritech Sales and Services, LLC

Dr. Walden C. Rhines

74

2015

President and CEO of Cornami, Inc.

X

C

X

Susan L. Spradley

60

2017

CEO of Motion Intelligence

X

X

X

X

AC

Audit Committee

CDC

Corporate Development Committee

CC

Compensation Committee

C

Committee Chair

GNC

Governance and Nominating Committee

ii 2021 Proxy Statement

2021 Proxy Statement Summary

Advisory Vote on the Compensation of our Named Executive Officers

We are asking our stockholders to approve, on a non-binding, advisory basis, the compensation of our CEO, our CFO and our next three most highly compensated executive officers, referred to as our Named Executive Officers throughout this proxy statement. The Board believes that our compensation policies and practices are effective in achieving our goals of paying for financial and operating performance and aligning the interests of our Named Executive Officers with those of our stockholders.

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

We are once again asking our stockholders to vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our Named Executive Officers. The Board continues to believe that such a vote should be conducted every year so that stockholders may annually express their views on our executive compensation program.

Independent Registered Public Accounting Firm

As a matter of good governance, we are asking our stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2022.

Fiscal 2021 Executive Compensation Elements

Base salary and short-term incentive compensation opportunities account for approximately 29% of each Named Executive Officer's target total direct compensation, as further described below.

Long-termequity-based compensation, which accounts for approximately 71% of each Named Executive Officer's target total direct compensation, consists of performance-based and service-based restricted stock unit awards, as further described below.

Approximately 86% of each Named Executive Officer's target total direct compensation mix is "at-risk" and approximately 58% is tied to performance.

Type

Form

Terms

Base Salary

Cash

Generally eligible for annual increase.

Short-Term Incentive

Cash or equity

Based on attainment of Company performance

Awards

metrics. Form of payment is determined by

Compensation Committee.

Long-Term Equity-

Restricted Stock Units (RSUs)

Based Incentive

Company Objectives-Based RSUs

Based on achievement of Company performance

Awards

objectives. Earned at the end of a specified

performance period, with 50% vesting at the end

of the performance period and the remaining

50% vesting in equal installments over the

following two years.

Service-Based RSUs

Vest in increments of 25% per year over four

years.

Other Employee

Health & Disability Insurance, 401(k) Plan,

Eligible to participate in the same employee

Benefits

Employee Stock Purchase Plan & Deferred

benefit plans generally available to all

Compensation Plan

employees.

Fiscal 2021 Compensation Decisions

Effective as of the start of fiscal 2021, we made the following compensation decisions with respect to our Named Executive Officers:

  • Base salaries for our Named Executive Officers remained flat due to the market uncertainties resulting from the COVID-19 pandemic.
  • Based on our financial performance in the first half and second half of fiscal 2021, the Named Executive Officers received short-term incentive awards at 167.3% and 152.1%, respectively, of their fiscal 2021 target percentage based on their base salary paid during the applicable six-month performance period.

2021 Proxy Statement iii

Disclaimer

Qorvo Inc. published this content on 29 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2021 07:53:14 UTC.


ę Publicnow 2021
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Sales 2022 4 749 M - -
Net income 2022 1 152 M - -
Net Debt 2022 65,2 M - -
P/E ratio 2022 17,3x
Yield 2022 0,14%
Capitalization 19 024 M 19 024 M -
EV / Sales 2022 4,02x
EV / Sales 2023 3,62x
Nbr of Employees 8 400
Free-Float 99,5%
Chart QORVO, INC.
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Qorvo, Inc. Technical Analysis Chart | QRVO | US74736K1016 | MarketScreener
Technical analysis trends QORVO, INC.
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TrendsBearishNeutralBullish
Income Statement Evolution
Consensus
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Mean consensus OUTPERFORM
Number of Analysts 27
Last Close Price 171,17 $
Average target price 219,83 $
Spread / Average Target 28,4%
EPS Revisions
Managers and Directors
Robert A. Bruggeworth President, Chief Executive Officer & Director
Mark Joseph Murphy Chief Financial Officer
Ralph G. Quinsey Chairman
Todd Gillenwater Chief Technology Officer & VP-Engineering
Paul J. Fego Vice President-Global Operations
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