QUALCOMM Incorporated (QCOM)

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QUALCOMM Incorporated (QCOM)

2013 Annual Meeting of Stockholders Conference Transcript

March 5, 2013 12:30 PM ET


Paul Jacobs - Chairman and CEO

Barbara Alexander - Independent Director

Donald Cruickshank - Independent Director

Raymond Dittamore - Independent Director

Dr. Susan Hockfield - Independent Director

Dr. Robert Kahn - Independent Director

Sherry Lansing - Independent Director

Duane Nelles - Independent Director

Dr. Francisco Ros - Independent Director

Brent Scowcroft - Independent Director

Marc Stern - Independent Director

Adelia Coffman - Co-Founder and Director Emeritus

Dr. Irwin Jacobs - Founding Chairman and CEO, Emeritus

Steve Altman - Vice Chairman

Steve Mollenkopf - President and COO

Bill Keitel - Executive Vice President and CFO

Derek Aberle - Executive Vice President and Group President

Cristiano Amon - EVP, QUALCOMM Technologies, Inc. and Co- President, QMC

Andrew Gilbert - EVP, European Innovation Development, QUALCOMM Europe

Matt Grob - Executive Vice President, QTI and CTO

Peggy Johnson - EVP, QTI and President, Global Market Development

Jim Lederer - Executive Vice President, QTI and General Manager, QCT

Don Rosenberg - EVP, General Counsel and Corporate Secretary

Dr. Dan Sullivan - Executive Vice President, Human Resources

Jim Thompson - Executive Vice President, Engineering

Jay Rains - DLA Piper, Corporate Legal Counsel

Terrence Ward - PricewaterhouseCoopers LLP, Independent Accountants

Peter Yesawich - Inspector



Paul Jacobs

Good morning, everyone, and very happy to have everyone here. Thanks very much. I’m Paul Jacobs, the Chairman of the Board and CEO of QUALCOMM Incorporated. And welcome to the 2013 Annual Meeting of Stockholders.

So before I call the meeting to order, I would like to introduce the members of our Board of Directors who are here with us this morning. They are sitting down here, Barbara Alexander; Sir Donald Cruickshank; Raymond Dittamore; Dr. Susan Hockfield; Dr. Robert Kahn; Sherry Lansing; Duane Nelles; Dr. Francisco Ros; Gen. Brent Scowcroft; and Marc Stern.

Also here our Co-Founder and Director Emeritus, Adelia Coffman; and Founding Chairman and CEO, Emeritus, Dr. Irwin Jacobs; and of course, the true power behind QUALCOMM my mother, Joan Jacobs.

I’d also like to introduce the executives who are present today, Steve Altman, Vice Chairman; Steve Mollenkopf, President and Chief Operating Officer; Bill Keitel, Executive Vice President and Chief Financial Officer; Derek Aberle; Executive Vice President and Group President; Cristiano Amon, Executive Vice President, QUALCOMM Technologies, Inc. or QTI and Co- President of QMC; Andrew Gilbert, Executive Vice President, European Innovation Development, QUALCOMM Europe; Matt Grob, Executive Vice President, QTI and Chief Technology Officer; Peggy Johnson, Executive Vice President, QTI and President of Global Market Development; Jim Lederer, Executive Vice President, QTI and General Manager of QCT; Don Rosenberg, Executive Vice President, General Counsel and Corporate Secretary; Dr. Dan Sullivan, Executive Vice President, Human Resources; and Jim Thompson, Executive Vice President of Engineering.

Also present are Jay Rains of the law firm DLA Piper the company’s outside Corporate Legal Counsel; and Mr. Terrence Ward, the accounting firm of PricewaterhouseCoopers LLP, the company’s independent accountants. And I should say that Mr. Ward will be available to answer any questions concerning PricewaterhouseCoopers LLP and its services to the company.

All right. The Annual Meeting of Stockholders of QUALCOMM Incorporated will come to order. I will act as Chairman of this meeting and Don Rosenberg will act as Secretary. Will the secretary please report with respect to stockholders list and the distribution of the notice of the meeting?

Don Rosenberg

(Inaudible) company’s common stock on January 7, 2013, the record date for this meeting, I also have with me an affidavit certifying that on January 7, 2013 a notice of the annual meeting stockholders of the company was distributed to each stockholder of record as of the close of the business on the record date. The affidavit of distribution will be attached to the minutes of this meeting.

Paul Jacobs

Stockholders who have voted by mail or by proxy need not cast ballots today unless they wish to change their vote, prior to opening the polls for voting we would like to distribute ballots to anyone who did not pick up one at the registration table and would like one.

Please note that any shares held with your stockbroker cannot be voted at this meeting without legal proxy, a legal proxy is an authorization issued in your name from your broker. So please raise your hand if you’d like a ballot.

So at this time I appoint Mr. Peter Yesawich to act as inspector of election at this meeting. Mr. Yesawich, has taken and subscribed to the customary oath of office to execute his duties with strict and partiality. This oath will be attached to the minutes of this meeting. Mr. Yesawich’s function is to decide upon the qualification of voters, accept their votes and when balloting is complete to tally the final votes. Will the secretary please report with respect to the existence of a quorum?

Don Rosenberg

I’ve been informed by the inspector of election that proxies have been received for 1,468,539,685 shares of the 1,716,764,257 shares of the company’s common stock outstanding on the record date, which represents approximately 85.54% of such outstanding shares. This constitutes the quorum for the transaction of business.

Paul Jacobs

Since requirements for calling this meeting have been duly observed and there are represented here more than the necessary number of shares of the outstanding common stock of the company to constitute a quorum, I hereby declare this meeting to be duly constitute -- duly constituted for the transaction of all business.

So the formal business of this meeting is listed in the notice of annual meeting and proxy statement that was provided to stockholders. There are several proposals to be considered but stockholders at this meeting.

We will now place each of the proposal set forth in the notice before the meeting and falling the formal business of the meeting will adjourn and I’ll make a few remarks on company developments over the past year and we’ll take questions.

So the time is now 9:47 a.m. and the polls are now open for voting on all matters to be presented. The polls will be close to voting after we go through these matters.

The meeting will now proceed to the election of 11 directors to serve until next year’s Annual Meeting of Stockholders. The Board has nominated the following persons for election as directors of the company. Barbara Alexander; Sir Donald Cruickshank; Raymond Dittamore; Dr. Susan Hockfield; Thomas Horton; myself, Dr. Paul Jacobs; Sherry Lansing; Duane Nelles; Dr. Francisco Ros; Gen. Brent Scowcroft; and Marc Stern.

Those nominations need no second. Since no other Director nominations received prior to the dead lines specified in our bylaws and stated in last year’s proxy materials, the nominations are closed. Is there any discussion?

The next item of business is the approval of the 2006 long-term incentive plan as amended, which includes an increase in the share reserve by 90 million shares. Is there any discussion?

The next item of business is the ratification of the selection of PricewaterhouseCoopers LLP as the independent accountants of the company for the fiscal year ending September 29, 2013. Is there any discussion?

The final item of business is the advisory approval of the company’s executive compensation. Is there any discussion?

That concludes proposals for today’s meeting. If you wish to vote by ballot on these matters, please hold up your ballots, we now should may collected. Okay. Great. So we are ready to continue. Have all the ballots been executed and delivered?

Don Rosenberg


Paul Jacobs

The time is now 9:50 a.m. and I declare the polls closed. Has the inspector of election computed -- completed the tally.

Peter Yesawich

Yeah, Mr. Chairman.

Paul Jacobs

I now call upon the inspector of election to report on the results of the voting.

Peter Yesawich

Mr. Chairman, based on the proxies and ballots received, I can report that all nominees for Director have elected to serve until next year’s Annual Meeting of Stockholders. The 2006 long-term incentive plan as amended has been approved. The selection of PricewaterhouseCoopers LLP as the company’s independent accountants for the fiscal year ending September 29, 2013 has been ratified. The advisory approval of executive compensation has been approved.

Paul Jacobs

Thank you. The four voting results we published on our website and reported within four business days on Form 8-K, which will be filed with the Securities and Exchange Commission.

So this concludes the formal business of our meeting and we’d now like to adjourn the formal meeting, so is there a motion to adjourn the meeting. Zero second. It’s been moved in second that this meeting be adjourned. Any objections? Hearing no objection, this meeting is adjourned.

Before we review QUALCOMM’s business and take questions I’d like to thank two of our directors who are concluding their service on the Board at this meeting, Dr. Robert Kahn who has been a member of the Board since 1997; and Steve Bennett who has been a member of the Board since 2008.

On behalf of QUALCOMM Board and executive committee, I’d like to thank them both for their leadership, expertise and strategic guidance they have provided over the years and in honor of their Board service, I’m pleased to announce that QUALCOMM is donating $1 million to the University of California San Diego Foundation.

UCSD Foundation plays a critical role in the growth and success of the campus, helping to sustainable both the excellence of their academic programs, as well as their important research which impact society, environment and human lives.

This donation will support three specific areas of the foundation, the Chancellor’s Discretionary Fund, the International Relations and Pacific Studies Innovation Fund, the Jacobs School of Engineering Dean’s Discretionary Fund. It’s been an honored to have you both service member of our Board of Directors. Thanks very much for your service.

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