QCOM QUALCOMM Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.    )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

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QUALCOMM INCORPORATED

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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January 23, 2025

Dear Fellow Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (Annual Meeting) of QUALCOMM Incorporated (Qualcomm) on Tuesday, March 18, 2025. The meeting will begin promptly at 8:30 a.m. Pacific Time. We are conducting this year’s Annual Meeting virtually via a live webcast and using online stockholder tools. We believe that the virtual meeting format facilitates stockholder attendance and participation by allowing stockholders to participate fully from any location, while reducing the costs to stockholders and the Company associated with an in-person meeting. We will begin the Annual Meeting with a discussion and vote on the matters set forth in the Notice of Annual Meeting of Stockholders, followed by a presentation on Qualcomm’s fiscal 2024 performance, and a question and answer session.

Whether or not you plan to attend the Annual Meeting virtually, please vote as soon as possible. You may vote via the Internet, by telephone, by completing and returning your proxy card or voting instruction form, by scanning your QR code with your mobile device, or during the live webcast, as set forth in the proxy statement. Voting by any of these methods will ensure your representation at the Annual Meeting.

Your vote is very important to us. I encourage you to vote as our Board of Directors has recommended.

Thank you for your support and your continued interest in Qualcomm.

5775 Morehouse Drive
San Diego, California 92121-1714

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On March 18, 2025

To the Stockholders of QUALCOMM Incorporated:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (Annual Meeting) of QUALCOMM Incorporated, a Delaware corporation, will be held in a virtual meeting format only on Tuesday, March 18, 2025 at 8:30 a.m. Pacific Time to vote on the following matters:

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The election of 11 directors to hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified.

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The ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 28, 2025.

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The approval, on an advisory basis, of the compensation of our named executive officers.

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The approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 22,950,000 shares.

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A stockholder proposal described in the accompanying proxy statement, if properly presented at the Annual Meeting.

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Such other business as may properly come before stockholders at the Annual Meeting or any adjournment or postponement thereof.

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The Annual Meeting will be held virtually via a live webcast. You will be able to attend the Annual Meeting virtually, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/QCOM2025 and entering the 16-digit control number (Control Number) included in your Notice of Internet Availability of Proxy Materials, on your proxy card or voting instruction form, or in the instructions that you received via email. You may also submit questions in advance of the meeting at www.proxyvote.com after logging in with your Control Number. Please refer to the additional logistical details and recommendations in the accompanying proxy statement.

The Board of Directors has fixed the close of business on January 17, 2025 as the Record Date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof.

By Order of the Board of Directors,
 

Ann Chaplin
General Counsel and Corporate Secretary

San Diego, California
January 23, 2025

TABLE OF CONTENTS

​	LETTER FROM OUR CEO	​	​	​	​	​	​	​
​	NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	​	​	​	​	​	​	​
​	TABLE OF CONTENTS	​	​	​	​	i	​	​
​	PROXY STATEMENT OVERVIEW	​	​	​	​	1	​	​
​	2025 Annual Meeting of Stockholders	​	​	​	​	1	​	​
​	How to Vote	​	​	​	​	1	​	​
​	Voting Matters and Board Recommendations	​	​	​	​	1	​	​
​	Overview of the Board Nominees	​	​	​	​	2	​	​
​	Board Diversity, Director Independence and Tenure	​	​	​	​	3	​	​
​	Board Diversity Matrix	​	​	​	​	3	​	​
​	Board Experience & Qualifications	​	​	​	​	4	​	​
​	Executive Compensation Highlights	​	​	​	​	5	​	​
​	PROXY STATEMENT	​	​	​	​	7	​	​
​	Meeting Information	​	​	​	​	7	​	​
​	Registered Owners and Beneficial Owners	​	​	​	​	7	​	​
​	Virtual Meeting	​	​	​	​	7	​	​
​	Voting Rights and Outstanding Shares	​	​	​	​	8	​	​
​	Notice of Internet Availability of Proxy Materials	​	​	​	​	8	​	​
​	Voting Methods	​	​	​	​	8	​	​
​	How Your Shares Will Be Voted	​	​	​	​	9	​	​
​	Voting Results	​	​	​	​	9	​	​
​	Broker Non-Votes and Abstentions	​	​	​	​	9	​	​
​	Determination of Quorum	​	​	​	​	10	​	​
​	Revocability of Proxies	​	​	​	​	10	​	​
​	Proxy Solicitation	​	​	​	​	10	​	​
​	Stockholder Proposals	​	​	​	​	10	​	​
​	Householding	​	​	​	​	10	​	​
​	CORPORATE GOVERNANCE	​	​	​	​	12	​	​
​	Code of Ethics and Corporate Governance Principles and Practices	​	​	​	​	12	​	​
​	Board Leadership Structure	​	​	​	​	12	​	​
​	Board Meetings, Committees and Attendance	​	​	​	​	13	​	​
​	Board’s Role in Risk Oversight	​	​	​	​	15	​	​
​	Director Nominations	​	​	​	​	15	​	​
​	Director Service on Other Boards	​	​	​	​	16	​	​
​	Board Evaluations	​	​	​	​	17	​	​
​	Majority Voting	​	​	​	​	17	​	​
​	Stock Ownership Guidelines	​	​	​	​	17	​	​
​	Communications with Directors	​	​	​	​	18	​	​
​	Annual Meeting Attendance	​	​	​	​	18	​	​
​	Director Independence	​	​	​	​	18	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	18	​	​
​	Employee, Officer and Director Hedging and Pledging	​	​	​	​	18	​	​
​	Environmental, Social and Governance	​	​	​	​	19	​	​
​	Human Capital	​	​	​	​	19	​	​
​	Management’s Ongoing Stockholder Engagement	​	​	​	​	21	​	​
​	PROPOSAL 1: ELECTION OF DIRECTORS	​	​	​	​	22	​	​
​	Election of Directors	​	​	​	​	22	​	​
​	Nominees for Election	​	​	​	​	23	​	​
​	Required Vote and Board Recommendation	​	​	​	​	29	​	​
​	PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS	​	​	​	​	30	​	​
​	Fees for Professional Services	​	​	​	​	30	​	​
​	Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Public Accountants	​	​	​	​	30	​	​
​	Representation from PricewaterhouseCoopers LLP at the Annual Meeting	​	​	​	​	31	​	​
​	Required Vote and Board Recommendation	​	​	​	​	31	​	​
​	PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	​	​	​	​	32	​	​
​	Compensation Program Best Practices	​	​	​	​	32	​	​

​	Effect of this Resolution	​	​	​	​	32	​	​
​	Required Vote and Board Recommendation	​	​	​	​	32	​	​
​	PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE IN THE SHARE RESERVE BY 22,950,000 SHARES	​	​	​	​	34	​	​
​	Factors Regarding Our Equity Usage and Needs	​	​	​	​	34	​	​
​	Key Features of the Restated 2023 LTIP	​	​	​	​	34	​	​
​	Historical Award Information	​	​	​	​	35	​	​
​	Summary of the Restated 2023 LTIP	​	​	​	​	36	​	​
​	Equity Compensation Plan Information	​	​	​	​	44	​	​
​	Required Vote and Board Recommendation	​	​	​	​	44	​	​
​	PROPOSAL 5: STOCKHOLDER PROPOSAL — PROTECT RETIREMENT BENEFITS	​	​	​	​	45	​	​
​	Stockholder Proposal	​	​	​	​	45	​	​
​	The Company’s Statement in Opposition to Proposal 5	​	​	​	​	46	​	​
​	Required Vote and Board Recommendation	​	​	​	​	46	​	​
​	STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	​	​	​	​	47	​	​
​	Delinquent Section 16(a) Reports	​	​	​	​	48	​	​
​	CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS	​	​	​	​	49	​	​
​	HR AND COMPENSATION COMMITTEE LETTER TO STOCKHOLDERS	​	​	​	​	50	​	​
​	EXECUTIVE COMPENSATION AND RELATED INFORMATION	​	​	​	​	51	​	​
​	Compensation Discussion and Analysis	​	​	​	​	51	​	​
​	Our NEOs for Fiscal 2024	​	​	​	​	51	​	​
​	Fiscal 2024 Performance	​	​	​	​	52	​	​
​	Say-on-Pay Vote and Stockholder Outreach	​	​	​	​	53	​	​
​	Program Overview	​	​	​	​	53	​	​
​	Other Compensation Components	​	​	​	​	59	​	​
​	Process and Rationale for Executive Compensation Decisions	​	​	​	​	61	​	​
​	HR AND COMPENSATION COMMITTEE REPORT	​	​	​	​	64	​	​
​	COMPENSATION RISK MANAGEMENT	​	​	​	​	64	​	​
​	COMPENSATION TABLES AND NARRATIVE DISCLOSURES	​	​	​	​	65	​	​
​	Summary Compensation Table	​	​	​	​	65	​	​
​	All Other Compensation	​	​	​	​	66	​	​
​	Grants of Plan-Based Awards	​	​	​	​	67	​	​
​	Outstanding Equity Awards at Fiscal Year End	​	​	​	​	68	​	​
​	Option Exercises and Stock Vested During Fiscal 2024	​	​	​	​	70	​	​
​	Nonqualified Deferred Compensation	​	​	​	​	70	​	​
​	Potential Post-Employment Payments	​	​	​	​	71	​	​
​	CEO Pay Ratio	​	​	​	​	75	​	​
​	Pay Versus Performance	​	​	​	​	75	​	​
​	DIRECTOR COMPENSATION	​	​	​	​	78	​	​
​	AUDIT COMMITTEE REPORT	​	​	​	​	80	​	​
​	OTHER MATTERS	​	​	​	​	81	​	​
​	APPENDIX A: NON-GAAP FINANCIAL MEASURES	​	​	​	​	A-1	​	​
​	APPENDIX B: AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN	​	​	​	​	B-1	​	​

Note Regarding Forward-Looking Statements: In addition to historical information, this proxy statement contains forward-looking statements that are inherently subject to risks and uncertainties, including but not limited to statements regarding: our programs, initiatives and goals related to environmental, social and governance matters, including human capital; our long-term incentive plans, including their impact on talent acquisition and retention and anticipated equity usage thereunder; our executive and director compensation programs and strategies; our growth and diversification strategies; the benefits of our products and technologies; new products and design wins; and our design-win pipeline. Forward-looking statements are generally identified by words such as “expect,” “anticipate,” “intend,” “plan,” “goal,” “believe,” “seek,” “estimate,” “may,” “will,” “would” and similar expressions. Actual results may differ materially from those referred to in the forward-looking statements due to a number of important factors, including those described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC), a copy of which we are providing (or making available) to our stockholders concurrently with this proxy statement, and in our subsequent Quarterly Reports on Form 10-Q. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. We undertake no obligation to revise or update any forward-looking statement, whether because of new information, future events or otherwise.

Website references: This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference in, and are not a part of, this proxy statement.

PROXY STATEMENT OVERVIEW

This proxy statement overview is a summary of information that you will find throughout this proxy statement. As this is only an overview, we encourage you to read the entire proxy statement for more information about these topics prior to voting.

2025 ANNUAL MEETING OF STOCKHOLDERS (ANNUAL MEETING)

DATE OF FIRST DISTRIBUTION OF PROXY MATERIALS IS JANUARY 23, 2025

HOW TO VOTE

To vote prior to the Annual Meeting, Stockholders of record as of the Record Date may vote via the Internet at www.proxyvote.com, by telephone at 1-800-690-6903, by completing and returning your proxy card or voting instruction form, or by scanning with your mobile device the QR code provided to you. See the “Voting Methods” section on page 8.

To vote during the Annual Meeting, stockholders should follow the instructions at www.virtualshareholdermeeting.com/QCOM2025. See the “Virtual Meeting” and “Voting Methods” sections below for more information.

VOTING MATTERS AND BOARD RECOMMENDATIONS

The Board of Directors unanimously recommends that you vote as follows:

PROXY STATEMENT OVERVIEW

PROXY STATEMENT OVERVIEW

BOARD DIVERSITY, DIRECTOR INDEPENDENCE AND TENURE*

BOARD DIVERSITY MATRIX*

The matrix below reflects certain diversity information based on self-identification by each of our directors.

*

The Board Diversity, Director Independence and Tenure graphs, and the Board Diversity Matrix, include all current directors. Directors Gregory Johnson and Anthony Vinciquerra will conclude their service on our Board at the Annual Meeting.

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PROXY STATEMENT OVERVIEW

BOARD EXPERIENCE & QUALIFICATIONS

The matrix below summarizes some of the key experiences, qualifications, attributes and skills of each individual director nominee. This summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions to the Board. Further information on each director nominee, including specific experience, qualifications, attributes or skills is set forth in “Nominees for Election” beginning on page 23 of this proxy statement.

PROXY STATEMENT OVERVIEW

EXECUTIVE COMPENSATION HIGHLIGHTS

Compensation Program Best Practices

Our compensation program is market-based and supports our business strategy. We avoid problematic pay practices and have implemented compensation plans that reinforce a performance-based company culture.

PROXY STATEMENT OVERVIEW

Target Pay Mix for Named Executive Officers for Fiscal Year 2024

PROXY STATEMENT

In this document, the words “Qualcomm,” “the Company,” “we,” “our,” and “us” refer to QUALCOMM Incorporated, a Delaware corporation, and its consolidated subsidiaries.

MEETING INFORMATION

The Board of Directors (Board) of QUALCOMM Incorporated is soliciting your proxy for use at the Company’s 2025 Annual Meeting of Stockholders (Annual Meeting) to be held on March 18, 2025 at 8:30 a.m. Pacific Time and at any adjournment or postponement thereof.

The Annual Meeting is open to stockholders of record as of January 17, 2025 (Record Date) and/or their designated representatives. Interested persons who were not stockholders as of the close of business on the Record Date may view, but not participate in, the Annual Meeting online at www.virtualshareholdermeeting.com/QCOM2025.

REGISTERED OWNERS AND BENEFICIAL OWNERS

Registered Owners. If your shares are registered directly in your name with Qualcomm’s transfer agent, Computershare Trust Company, N.A., you are the registered owner with respect to those shares.

Beneficial Owners. If your shares are held in an account at a bank, broker or other holder of record, you are the beneficial owner of those shares, which is commonly referred to as being held in “street name.” Most individual stockholders are beneficial owners and hold their shares in street name. As a beneficial owner, you have the right to instruct the bank, broker or other holder of record how to vote your shares.

If you are a registered owner and receive paper proxy materials, those materials will include a proxy card which you may use to vote your shares. If you are a beneficial owner and receive paper proxy materials, those materials will include a document similar to a proxy card called a voting instruction form.

VIRTUAL MEETING

We are conducting this year’s Annual Meeting virtually via a live webcast and using online stockholder tools. We believe that using this format facilitates stockholder attendance and participation, while reducing the costs to stockholders and the Company associated with an in-person meeting. This format empowers stockholders to participate from any location around the world, at no cost. We have designed the virtual format to enhance stockholder access and participation and protect stockholder rights. For example:

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We Encourage Questions. Our stockholders have multiple opportunities to submit questions for the Annual Meeting. Stockholders may submit a question online in advance or live during the meeting, following the instructions below. During the Annual Meeting, we will answer as many stockholder questions related to the business of the meeting as time permits.

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We Believe in Transparency. Following the Annual Meeting, we will post to our Investor Relations website a replay and a transcript of the Annual Meeting (including the question and answer session), as well as final voting results.

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We Facilitate Your Participation. We will offer live technical support for all stockholders during the Annual Meeting.

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Attending the Annual Meeting

Logistics

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Attend the Annual Meeting online, including to vote and/or submit questions, at www.virtualshareholdermeeting.com/QCOM2025.

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The Annual Meeting will begin at 8:30 a.m. Pacific Time, with log-in beginning at 8:15 a.m. Pacific Time, on Tuesday, March 18, 2025.

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Stockholders will need to use the 16-digit control number (Control Number) on their Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form, or in the instructions received via email in order to log into www.virtualshareholdermeeting.com/QCOM2025.

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We encourage you to access the Annual Meeting prior to the start time. Please allow ample time for online check-in, which will begin at 8:15 a.m. Pacific Time. If you encounter any difficulties accessing the Annual Meeting during the check-in or during the

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PROXY STATEMENT

Annual Meeting, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting. Please note that if you do not have your Control Number and you are a registered owner, operators will be able to provide your Control Number to you.

However, if you are a beneficial owner (and thus hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your Control Number prior to the Annual Meeting.

Voting During the Meeting

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Stockholders should follow the instructions at www.virtualshareholdermeeting.com/QCOM2025 to vote during the Annual Meeting. Even if you plan to attend the Annual Meeting virtually, we encourage you to vote your shares in advance using one of the methods described under “Voting Methods” below. Voting online during the meeting will replace any previous votes.

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Asking Questions

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Stockholders have multiple opportunities to submit questions for the Annual Meeting. Stockholders who wish to submit a question in advance may do so at www.proxyvote.com after logging in with the Control Number. Stockholders may submit questions live during the meeting at www.virtualshareholdermeeting.com/QCOM2025. During the Annual Meeting, we will answer as many stockholder questions related to the business of the meeting as time permits. We reserve the right to exclude questions regarding topics that are not pertinent to company business or are not otherwise suitable for the conduct of the Annual Meeting.

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VOTING RIGHTS AND OUTSTANDING SHARES

Only a holder of record of our common stock at the close of business on the Record Date of January 17, 2025 (Record Holder) will be entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, we had 1,105,391,695 shares of common stock outstanding and entitled to vote. Each Record Holder will be entitled to one vote for each share held on all matters to be voted upon. If you do not provide voting instructions on your proxy, your shares will be voted as described in the section “How Your Shares Will Be Voted” below. All votes will be counted by an independent inspector of election appointed for the Annual Meeting (Inspector of Election).

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

We are furnishing proxy materials to our stockholders primarily via the Internet under rules adopted by the U.S. Securities and Exchange Commission (SEC), instead of mailing printed copies of those materials to each stockholder. On January 23, 2025, we commenced mailing to our stockholders (other than those who previously requested electronic delivery or a full set of printed proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including this proxy statement.

This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources. If you received the Notice of Internet Availability of Proxy Materials and would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials electronically (via email) unless you elect otherwise.

This proxy statement and our Annual Report on Form 10-K for fiscal year 2024 are available on the “Investor Relations” page of our website at www.qualcomm.com.

VOTING METHODS

You may vote by one of the following methods depending on the manner of delivery by which you received the proxy materials:

Prior to the Annual Meeting:

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Vote via the Internet. Go to the web address www.proxyvote.com and follow the instructions for Internet voting shown on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form mailed to you, or the instructions that you received by email.

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Vote by Telephone. Dial 1-800-690-6903 and follow the instructions for telephone voting shown on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form mailed to you, or the instructions that you received by email.

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PROXY STATEMENT

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Vote by Mail. Complete, sign, date and mail the proxy card or voting instruction form in the envelope provided to you. If you vote via the Internet or by telephone, please do not mail your proxy card or voting instruction form.

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Vote by Scanning the QR code. Scan, with your mobile device, the QR code provided on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form mailed to you.

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During the Annual Meeting:

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Vote via the Internet. Go to the web address www.virtualshareholdermeeting.com/QCOM2025 and follow the instructions for voting.

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Even if you plan to attend the Annual Meeting virtually, we encourage you to vote your shares in advance via the Internet, by telephone or by mailing in your proxy card or voting instruction form.

HOW YOUR SHARES WILL BE VOTED

Your shares will be voted in accordance with your instructions. If you do not specify voting instructions on your proxy, the shares will be voted as set forth in the table below.

In the absence of instructions to the contrary, proxies will be voted in accordance with the judgment of the person exercising the proxy on any other matter properly presented at the Annual Meeting.

See the section “Broker Non-Votes and Abstentions” below, as well as the “Required Vote and Board Recommendation” sections of the individual proposals for additional information.

VOTING RESULTS

We will publicly disclose the voting results of the Annual Meeting within four business days after the Annual Meeting by filing a Current Report on Form 8-K with the SEC, based on the tabulation of the Inspector of Election. We will post to the “Investor Relations” page of our website a replay and a transcript of the Annual Meeting (including the question and answer session), as well as the final voting results, which will remain on our website at www.qualcomm.com for at least one year.

BROKER NON-VOTES AND ABSTENTIONS

A “broker non-vote” occurs when a bank, broker or other holder of record submits a proxy for the Annual Meeting, but does not vote on a particular proposal because that holder does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote those shares on routine matters, but not on non-routine matters. Routine matters include ratification of the selection of our independent public accountants. All other proposals described in this proxy statement are considered non-routine matters. Broker non-votes will be counted as present for purposes of determining the presence of a quorum, but are not counted as votes cast for or against a proposal.

Like broker non-votes, abstentions will be counted as present for purposes of determining the presence of a quorum, but are not counted as votes cast for or against a proposal. The effect of broker non-votes and abstentions on the voting outcome for each proposal set forth in this proxy statement is described in the “Required Vote and Board Recommendation” section of each individual proposal.

PROXY STATEMENT

DETERMINATION OF QUORUM

The representation, in person or by proxy, of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting constitutes a quorum. Under Delaware law, abstentions and broker non-votes are counted as present in determining whether the quorum requirement is satisfied.

REVOCABILITY OF PROXIES

If your shares are registered in your name, you may revoke your proxy and change your vote prior to the completion of voting at the Annual Meeting by:

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Submitting a valid, later-dated proxy card in a timely manner;

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Submitting a later-dated vote by telephone or via the Internet in a timely manner;

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Giving written notice of such revocation to the Company’s Corporate Secretary (at 5775 Morehouse Drive, N-585L, San Diego, California 92121-1714) in a timely manner; or

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Attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not by itself revoke a proxy).

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If your shares are held in “street name” and you wish to revoke a proxy, you should contact your bank, broker or other holder of record and follow its procedures for changing your voting instructions.

PROXY SOLICITATION

We will bear the entire cost of the solicitation of proxies, including the preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials, this proxy statement, the proxy card, our Annual Report on Form 10-K and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to such beneficial owners.

In addition, we have retained Morrow Sodali LLC to act as a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay that firm $12,000, plus reasonable out-of-pocket expenses, for proxy solicitation services. Solicitation of proxies by mail may be supplemented by telephone, email, facsimile transmission, electronic transmission or personal solicitation by certain of our directors, officers or other employees. No additional compensation (other than reimbursement for expenses) will be paid to directors, officers or other employees for such services.

STOCKHOLDER PROPOSALS

The deadline for submitting a stockholder proposal for inclusion in our proxy materials for our 2026 annual meeting of stockholders is September 25, 2025. Stockholder nominations for director that are to be included in our proxy materials under the proxy access provision of our Bylaws must be received no earlier than August 26, 2025 and no later than the close of business on September 25, 2025. Stockholder nominations for director and other proposals that are not to be included in our proxy materials must be received no earlier than November 18, 2025 and no later than the close of business on December 18, 2025. Any such stockholder proposals or nominations for director must be submitted to our Corporate Secretary in writing at 5775 Morehouse Drive, N-585L, San Diego, California 92121-1714. Stockholders are advised to review our Bylaws, which contain additional requirements for submitting stockholder proposals and director nominations. Our Bylaws are available on our website at www.qualcomm.com under the “Governance” section of our “Investor Relations” page. See “Director Nominations” on page 15 for further information.

In addition, to comply with universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended (Exchange Act).

HOUSEHOLDING

The SEC allows companies and intermediaries (such as brokers) to implement a delivery procedure called “householding,” and the Company and certain brokers have adopted this procedure. Under this procedure, multiple stockholders who reside at the same

PROXY STATEMENT

address will receive a single copy of our proxy materials, including the Notice of Internet Availability of Proxy Materials, unless one of the stockholders has notified us that they want to continue receiving multiple copies. This practice is designed to reduce duplicate mailings, and save printing and postage costs as well as natural resources. Householding for bank and brokerage accounts is limited to accounts within the same bank or brokerage firm. For example, if you and your spouse share the same last name and mailing address and you and your spouse have two accounts containing Qualcomm stock at two different brokerage firms, your household will receive two copies of our proxy materials, one from each brokerage firm. To reduce the number of duplicate sets of proxy materials your household receives, you may wish to enroll some or all of your accounts in our electronic delivery program at www.proxyvote.com (please have your Control Number available).

If you received a household mailing this year and you would like to have a separate copy of our Notice of Internet Availability of Proxy Materials and/or proxy materials mailed to you, please submit your request to Broadridge ICS, either by calling toll-free 1-866-540-7095, by writing to Broadridge ICS, Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by email at sendmaterial@proxyvote.com. They will promptly send additional copies of our Notice of Internet Availability of Proxy Materials and/or proxy materials upon receipt of such request. Please note, however, that if you want to receive a paper proxy or voting instruction form or other proxy material for purposes of this year’s Annual Meeting, you should follow the instructions included in the Notice of Internet Availability of Proxy Materials that was sent to you. If you received multiple copies of the proxy materials and would prefer to receive a single copy in the future or if you would like to opt out of householding for future mailings, you may contact Broadridge ICS as provided above. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting Broadridge ICS as provided above.

CORPORATE GOVERNANCE

CODE OF ETHICS AND CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

The Board has adopted a Code of Ethics applicable to all of our employees, including our executive officers, employees of our subsidiaries, and members of our Board. Any amendments to, or waivers under, the Code of Ethics that are required to be disclosed by SEC rules will be disclosed within four business days of such amendment or waiver on our website at www.qualcomm.com under the “Governance” section of our “Investor Relations” page. To date, there have not been any such waivers under the Code of Ethics.

The Board has also adopted our Corporate Governance Principles and Practices, which include information regarding the Board’s policies that guide its governance practices, including the roles, responsibilities and composition of the Board, director qualifications, committee matters and stock ownership guidelines, among others.

The Code of Ethics and the Corporate Governance Principles and Practices are available on our website at www.qualcomm.com under the “Governance” section of our “Investor Relations” page.

BOARD LEADERSHIP STRUCTURE

The Board appoints the Chair of the Board (Chair) after considering the recommendation of the Governance Committee. The Chair is not required to be an independent director. However, at all times when the Chair is not an independent director, the Board shall have a “Lead Independent Director” who shall be an independent director, as described below. Currently, our Chair is Mark D. McLaughlin, who is an independent director.

The Chair has the following responsibilities and authority:

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Help set the overall leadership and strategic direction of the Company;

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Help delineate, in consultation with the Chief Executive Officer and the Board, responsibilities of the Board and management;

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Authorized to call special meetings of stockholders;

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Preside at all meetings of stockholders;

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Authorized to call special meetings of the Board;

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Preside at all meetings of the Board (unless conflicted on a matter);

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In collaboration with the Chief Executive Officer and the Lead Independent Director (if one is appointed), develop Board meeting agendas and communicate with independent Board members to ensure that matters of interest are being included;

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If an independent director, chair and set agendas for executive sessions of independent directors (unless conflicted on a matter);

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With the Chief Executive Officer, represent the Board in outreach to key constituencies;

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Work with the Lead Independent Director (if one is appointed) on investor outreach;

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Together with the Lead Independent Director (if one is appointed), represent the Board in interactions and negotiations with any company making an acquisition proposal or launching a proxy contest for control of the Board; and

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Evaluate the Chief Executive Officer’s performance, in coordination with the HR and Compensation Committee.

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Our charter documents and policies do not prevent our Chief Executive Officer from also serving as our Chair. The Board evaluates its leadership structure and elects the Chair based on the criteria it deems to be appropriate and in the best interests of the Company and its stockholders, given the circumstances at the time of such election. While we have in the past had one person serve as both Chair and Chief Executive Officer, since March 2014, the positions have been held by separate individuals.

CORPORATE GOVERNANCE

Lead Independent Director

At all times when the Chair of the Board is not an independent director, the Board shall have a Lead Independent Director who shall be an independent director. In the event the Chair is an independent director and the Board elects not to have a Lead Independent Director, the Chair shall have the responsibilities and authority (as applicable) of the Lead Independent Director set forth below. If the Board has determined to appoint a Lead Independent Director, then at the Board meeting that typically follows our annual meeting of stockholders: (i) the Governance Committee shall recommend to the Board the director who would serve as Lead Independent Director for the next term and (ii) the Lead Independent Director shall be elected by a vote of the independent members of the Board. An individual shall serve as the Lead Independent Director for a one-year period. In general, the Board expects that a Lead Independent Director will serve two consecutive terms, but the independent members of the Board may extend a Lead Independent Director’s length of service (on a year-by-year basis) up to four consecutive terms. No Lead Independent Director shall serve more than four consecutive terms.

The Lead Independent Director shall have the following responsibilities and authority:

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Preside at all meetings of the Board at which the Chair is not present;

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In collaboration with the Chair and the Chief Executive Officer, develop agendas for Board meetings, and communicate with independent Board members to ensure that matters of interest are being included on agendas for Board meetings;

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Communicate with independent Board members and with management to affirm that appropriate briefing materials are being provided to Board members sufficiently in advance of Board meetings to allow for proper preparation and participation at such meetings;

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Authorized, with the concurrence of at least one additional Board member, to call special meetings of the Board;

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Lead investor outreach from an independent director perspective;

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Together with the Chair, represent the Board in interactions and negotiations with any company making an acquisition proposal or launching a proxy contest for control of the Board; and

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Lead the Board in governance matters, coordinating with the Governance Committee.

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Principally because our current Chair is an independent director, the Board has elected not to fill the role of Lead Independent Director at this time.

BOARD MEETINGS, COMMITTEES AND ATTENDANCE

During fiscal 2024, the Board held eight meetings. Board agendas include regularly scheduled sessions for the independent directors to meet without management present, and the Chair of the Board leads those sessions. The Board delegates various responsibilities and authority to different Board committees. We have three standing Board committees: the Audit Committee, the HR and Compensation Committee and the Governance Committee. Committees regularly report on their activities and actions to the full Board. Committee assignments are re-evaluated annually and approved by the Board at the Board meeting that typically follows our annual meeting of stockholders. Each committee acts according to a written charter approved by the Board and reviewed annually. Copies of each charter can be found on our website at www.qualcomm.com under the “Governance” section of our “Investor Relations” page.

During fiscal 2024, each director attended at least 75% of the aggregate of the meetings of the Board and the committees on which he or she served and that were held during the period for which he or she was a Board or committee member. On average, directors attended 98% of their respective Board and committee meetings during fiscal 2024.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

BOARD’S ROLE IN RISK OVERSIGHT

We do not view risk in isolation, but consider risk as part of our regular evaluation of business strategy and business decisions. Assessing and managing risk is the responsibility of our management, which establishes and maintains risk management processes, including action plans and controls, to balance risk mitigation and opportunities to create stockholder value. It is management’s responsibility to anticipate, identify and communicate risks to the Board and/or its committees. The Board oversees and reviews certain aspects of our risk management efforts, either directly or through its committees. We approach risk management by integrating our strategic planning, operational decision making and risk oversight, and communicating risks and opportunities to the Board. The Board commits extensive time and effort every year to discussing and agreeing upon our strategic plan, and it reconsiders key elements of the strategic plan as significant events and opportunities arise during the year. As part of the review of the strategic plan, as well as in evaluating events and opportunities that occur during the year, the Board and management focus on the primary success factors and risks for the Company.

While the Board has primary responsibility for oversight of our risk management, the Board’s standing committees support the Board by regularly addressing various risks in their respective areas of oversight. Specifically, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to our Enterprise Risk Management program, risk management in the areas of financial reporting, internal controls and compliance with certain public reporting requirements, and our IT security/cybersecurity program (for additional information regarding our IT security/cybersecurity program, including the Audit Committee’s role therein, see the section titled “Cybersecurity” in our Annual Report on Form 10-K). The HR and Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks arising from compensation policies and programs, as well as employment and retention programs. The Governance Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks related to corporate governance and business resilience and IT service resilience programs. Each committee’s oversight responsibilities are codified in the applicable committee’s charter. Each of the committee chairs reports to the full Board at regular meetings concerning the activities of the committee, the significant issues it has discussed and the actions taken by the committee.

We believe that our leadership structure supports the risk oversight function of the Board. With our President and Chief Executive Officer serving on the Board, he promotes open communication between management and directors relating to risk. Additionally, each Board committee is comprised solely of independent directors, and all directors are actively involved in the risk oversight function.

DIRECTOR NOMINATIONS

Our Bylaws contain provisions that address the process (including required information and deadlines) by which a stockholder may nominate an individual to stand for election to the Board at our annual meeting of stockholders. In addition, the “proxy access” provisions of our Bylaws provide that, under certain circumstances, a stockholder or group of up to 20 stockholders may seek to include director nominees in our proxy statement if such stockholder or group of stockholders own at least 3% of our outstanding common stock continuously for at least the previous three years. The number of stockholder nominees appearing in the proxy statement for our annual meeting cannot exceed the greater of  (i) two or (ii) 20% of the number of directors in office (rounded down to the nearest whole number). If the number of stockholder nominees exceeds the maximum number described above, one nominee from each nominating stockholder or group of stockholders, based on the order of priority provided by such nominating stockholders or group of stockholders, would be selected for inclusion in our proxy materials until the maximum number is reached. The order of priority among nominating stockholders or groups of stockholders would be determined based on the number (largest to smallest) of shares of our common stock held by such nominating stockholders or groups of stockholders. Each nominating stockholder or group of stockholders must provide the information required by our Bylaws, and each nominee must meet the qualifications required by our Bylaws. Requests to include stockholder-nominated candidates in our proxy materials for next year’s annual meeting must be received by the Corporate Secretary at our corporate offices at 5775 Morehouse Drive, N-585L, San Diego, California 92121-1714, no earlier than August 26, 2025 and no later than the close of business on September 25, 2025. Stockholders are advised to review our Bylaws, which contain additional requirements for submitting director nominees.

The Board has also adopted a formal policy concerning stockholder recommendations of Board candidates to the Governance Committee. This policy is set forth in our Corporate Governance Principles and Practices, which are available on our website at www.qualcomm.com under the “Governance” section of our “Investor Relations” page. Under this policy, the Governance Committee will review a reasonable number of candidates recommended by a single stockholder who has held over 1% of our common stock for over one year and who satisfies the notice, information and consent requirements set forth in our Bylaws. To recommend a nominee for election to the Board, a stockholder must submit his or her recommendation to the Corporate Secretary at our corporate offices at 5775 Morehouse Drive, N-585L, San Diego, California 92121-1714. A stockholder’s recommendation must be received by us within the time limits set forth above under “Stockholder Proposals.” A stockholder’s recommendation must be accompanied by the information with respect to the stockholder nominee as specified in the Bylaws, including among other things, the name, age, address and occupation of the recommended person, the proposing stockholder’s name and address, the

CORPORATE GOVERNANCE

ownership interests of the proposing stockholder and any beneficial owner on whose behalf the recommendation is being made (including the number of shares beneficially owned, any hedging, derivative, short or other economic interests and any rights to vote any shares), and any material monetary or other relationships between the recommended person and the proposing stockholder and/or the beneficial owners on whose behalf the recommendation is being made. The proposing stockholder must also provide evidence of owning the requisite number of shares of our common stock for over one year. Candidates so recommended will be reviewed using the same process and standards for reviewing Board-recommended candidates.

In evaluating director nominees, the Governance Committee considers, among others, the following factors:

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The appropriate size of the Board;

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Our needs and anticipated future needs with respect to the knowledge, skills and experience of our directors;

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The knowledge, skills and experience of nominees, including, among others, experience in senior leadership positions, on other public company boards, in the technology industry, business (including international business), accounting/finance, public policy/​political affairs, information technology/data/cyber security and/or climate/environmental matters, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

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Diversity with respect to gender, race and ethnicity, including individuals from underrepresented communities;

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The nominee’s other commitments, including the other boards on which the nominee serves (see also “Director Service on Other Boards,” below); and

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Board tenure, including the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspectives provided by new members.

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The qualifications and criteria considered in the selection of director nominees have the objective of assembling a Board that brings to the Company a reasonable diversity of backgrounds, perspectives, experience and skills derived from high quality business and professional experience, with the Governance Committee also giving consideration to candidates with appropriate non-business backgrounds. As part of its efforts to create a highly effective Board, the Governance Committee will include, and instruct any search firm it engages to include, women and individuals from underrepresented communities in the pool of candidates from which the Governance Committee selects director nominees.

There are no stated minimum criteria for director nominees, although the Governance Committee considers the foregoing and may also consider such other factors as it may deem are in the best interests of the Company and its stockholders. The Governance Committee does, however, believe it appropriate for at least one, and preferably several, members of the Board to meet the criteria for an “audit committee financial expert” as defined by the SEC, and for a majority of the members of the Board to meet the definition of  “independent director” under NASDAQ Rule 5605. The Governance Committee also believes that it is in the best interests of stockholders that at least one key member of our current management participates as a member of the Board. The Governance Committee identifies nominees by first evaluating the current members of the Board willing to continue their service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue their service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining new perspectives. If any member of the Board does not wish to continue to serve or if the Governance Committee or the Board decides not to re-nominate a member for election, and if the Board determines not to reduce the Board size as a result, the Governance Committee identifies the desired skills and experience of a new nominee based on the criteria above. Current members of the Governance Committee and Board are polled for suggestions as to individuals meeting such criteria. Research may also be performed to identify qualified individuals. We have also engaged third parties to assist in identifying and evaluating potential nominees.

DIRECTOR SERVICE ON OTHER BOARDS

The Board recognizes that service on other public company boards provides directors valuable experience that benefits the Company. The Board also believes, however, that directors must have sufficient time to dedicate to their service on the Company’s Board. Pursuant to our Corporate Governance Principles and Practices, a director who has received an invitation to join another company’s board must inform the Chair of the Board, the Chair of the Governance Committee and the Corporate Secretary prior to accepting such an offer. The Governance Committee then determines whether, in its view, it is appropriate for the director to accept such an offer, considering various relevant factors including (among others) the nature and extent of the director’s other professional obligations and the time commitment required by the new position. Our Corporate Governance Principles and Practices further provide that, generally, no Board member shall serve on the board of directors of more than four public companies (including Qualcomm), and no Board member who is an executive officer of a public company (other than on an interim basis) shall serve on the boards of more than two public companies (including Qualcomm and, if applicable, the company of which they are serving as an executive officer).

CORPORATE GOVERNANCE

BOARD EVALUATIONS

On an annual basis, our Board conducts a formal assessment of its overall effectiveness and performance, and each committee of the Board conducts a formal assessment of its overall effectiveness and performance. These assessments are led by the Governance Committee. Every three years, the Governance Committee also conducts an assessment of the overall effectiveness of each individual Board member. These assessments are designed to provide the Board, each committee and each individual director with valuable insights regarding their areas of strength and areas for potential improvement, and to encourage continuous improvement in the execution of their responsibilities.

MAJORITY VOTING

Under our Bylaws, in an uncontested election, if any incumbent nominee for director receives a greater number of  “withhold” votes (ignoring abstentions and broker non-votes) than votes cast “for” his or her election, the director shall promptly tender his or her resignation from the Board, subject to acceptance by the Board. In that event, the Governance Committee shall make a recommendation to the Board as to whether to accept or reject the tendered resignation or whether other actions should be taken. In making its recommendation, the Governance Committee will consider all factors it deems relevant, including, without limitation, the stated reasons why stockholders withheld votes from such director, the length of service and qualifications of such director, the director’s past contributions to the Board and the availability of other qualified candidates for director. The Governance Committee’s evaluation shall be forwarded to the Board to permit the Board to act on it no later than 90 days following the date of the annual meeting of stockholders. In reviewing the Governance Committee’s recommendation, the Board shall consider the factors evaluated by the Governance Committee and such additional information and factors as the Board believes to be relevant. If the Board determines that the director’s resignation is in the best interests of the Company and its stockholders, the Board shall promptly accept the resignation. We will publicly disclose the Board’s decision within four business days in a Current Report on Form 8-K, providing an explanation of the process by which the decision was reached and, if applicable, the reasons for not accepting the director’s resignation. The director in question will not participate in the Governance Committee’s or the Board’s considerations of the appropriateness of his or her continued service, except to respond to requests for information.

STOCK OWNERSHIP GUIDELINES

We have stock ownership guidelines for our executive officers and non-employee directors to help ensure that they each maintain an equity stake in the Company and, by doing so, appropriately link their interests with those of other stockholders.

The guideline for our executive officers is based on a multiple of his or her base salary, ranging from two to ten times, with the size of the multiple based on the individual’s position with the Company. Our CEO is required to hold shares of our common stock with a value equal to at least ten times his base salary. Only shares actually owned count toward the requirement. Shares underlying unvested equity awards, including restricted stock units (RSUs) and performance stock units (PSUs), do not count toward the requirement. Executive officers are required to achieve these stock ownership levels within five years of becoming an executive officer or promotion to a position with a higher multiple requirement. Our stock ownership guidelines are applicable to our executive officers for so long as they serve as such. As of December 15, 2024, all of our named executive officers met their stock ownership guidelines.

Non-employee directors are required to hold a number of shares of our common stock with a value equal to at least five times the annual retainer for Board service paid to U.S. residents. Only shares actually owned (as shares or as vested deferred stock units) count toward the requirement. Non-employee directors are required to achieve this ownership level within five years of joining the Board. As of December 15, 2024, all of our non-employee directors met this guideline, except for Ms. Myers who joined the Board in 2024 and has until 2029 to meet the guideline. In addition to the preceding ownership guidelines, all non-employee directors are expected to own shares of our common stock within one year of joining the Board. All of our non-employee directors have met this guideline.

In the event an executive officer or non-employee director does not achieve the applicable stock ownership guideline by the applicable deadline, he or she is required to retain an amount equal to 100% of the net shares received upon issuance of any RSUs or deferred stock units until the guideline has been achieved and 50% of the net shares received upon issuance of any other equity award, or upon stock option exercise, until the applicable guideline has been achieved. “Net shares” are those shares that remain after shares are sold or netted to pay any withholding taxes and, in the case of stock options (if applicable), the exercise price. This requirement to retain all or a portion of net shares also applies in the event the Company’s common stock price declines, causing the individual’s previous ownership to fall short of the guideline.

The HR and Compensation Committee reviews our stock ownership guidelines, including compared to the peer group of companies used in connection with our executive compensation program, and the Governance Committee reviews compliance with those guidelines, annually.

CORPORATE GOVERNANCE

COMMUNICATIONS WITH DIRECTORS

We have adopted a formal process for stockholder communications with the Board. This process is set forth in our Corporate Governance Principles and Practices. Stockholders who wish to communicate to the Board, a committee of the Board or one or more members of the Board should do so in writing to the following address:

Board of Directors | Board Committee | Director(s)
QUALCOMM Incorporated
Attn: Corporate Secretary
5775 Morehouse Drive, N-585L
San Diego, California 92121-1714

Our Corporate Secretary maintains records of all such communications (and the disposition of such communications) and forwards those not deemed frivolous, threatening or otherwise inappropriate to the Board, or the appropriate Board committee or member(s) of the Board.

ANNUAL MEETING ATTENDANCE

Our Corporate Governance Principles and Practices set forth a policy on director attendance at annual meetings. Directors are encouraged to attend absent unavoidable conflicts. All directors then in office attended our last annual meeting.

DIRECTOR INDEPENDENCE

The Board has determined that, except for Mr. Amon, all of the members of the Board are independent directors within the meaning of NASDAQ Rule 5605.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of our HR and Compensation Committee are, or have been, employees or officers of the Company. During fiscal 2024, no member of the HR and Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. During fiscal 2024, none of our executive officers served on the compensation committee (or equivalent) or board of another entity that has or has had one or more executive officers who served on our HR and Compensation Committee or Board.

INSIDER TRADING POLICY AND EMPLOYEE, OFFICER AND DIRECTOR HEDGING AND PLEDGING

We have adopted an Insider Trading Policy (Policy) and related procedures that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. The Policy applies to our employees, officers, directors and consultants, as well as persons or entities over which such individuals have or share voting or investment control (collectively, Covered Persons). The Policy also applies to the Company itself when conducting transactions in its own securities (e.g., stock repurchase transactions).

The Policy provides that, generally, no Covered Person may trade in Qualcomm securities while in possession of material nonpublic information concerning Qualcomm, or pass such information on to others outside of Qualcomm. In addition, our officers, directors and certain other employees designated as “Designated Insiders” under the Policy may transact in Qualcomm securities only during scheduled “trading windows,” subject to limited exceptions, as more fully described in the Policy.

The Policy further provides that Covered Persons may not engage in hedging transactions in Qualcomm securities. Specifically, the Policy provides that Covered Persons may not purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars or exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Qualcomm securities. In addition, the Policy provides that Covered Persons may not engage in short sales or derivative transactions in Qualcomm securities (whether for purposes of hedging, income, monetization or otherwise); and Designated Insiders may not pledge Qualcomm securities or hold Qualcomm securities in a margin account.

The Policy applies to Qualcomm securities granted to Covered Persons as part of their compensation, and to any other Qualcomm securities held directly or indirectly by Covered Persons. A copy of the Policy is filed as Exhibit 19 to our Annual Report on Form 10-K.

CORPORATE GOVERNANCE

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

We believe that our innovations help transform industries, enhance people’s lives and address some of society’s biggest challenges. With the world becoming increasingly connected, we have an opportunity to shape a better future. We believe in the power of technology. As such, our corporate responsibility vision is to be a facilitator of innovation for a sustainable world, connected wirelessly.

We have integrated corporate responsibility throughout our business, from our daily operations to our executive leadership and our Board. The Governance Committee of our Board provides oversight on ESG matters not delegated to other Board committees, including ESG policies, programs and initiatives. The HR and Compensation Committee of our Board provides oversight on our human capital initiatives and our workforce diversity, equity and inclusion policies, programs and initiatives, while the Audit Committee of our Board provides oversight of certain ESG disclosure controls and procedures. Our ESG Leadership Committee, composed of executives, provides guidance on global corporate responsibility issues. Our ESG Working Group implements directives from the ESG Leadership Committee, measures progress on achieving our goals and reports to management on accomplishments and challenges.

We center our ESG efforts around purposeful innovation, focusing on three strategic areas where we believe we can have the biggest impact:

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Empowering Digital Transformation. We believe technology can transform industries, businesses, communities and individual lives. We invent solutions that are foundational to the advancement of the global wireless ecosystem and the digital transformation of industries such as automotive, personal computing and industrial IoT, improving how we work, live and, ultimately, thrive.

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Acting Responsibly. We invest in our people, strive to always behave with integrity and implement governance standards that uphold Qualcomm’s values. We are committed to responsible business practices, from enhancing our inclusive and diverse culture, to protecting privacy, to providing leading development programs and fostering an ethical culture.

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Operating Sustainably. We aim to maintain safe, healthy and productive working conditions and conserve natural resources. Our environmental efforts center on reducing greenhouse gas (GHG) emissions, optimizing energy consumption, managing water usage and minimizing waste throughout our operations and the communities in which we work.

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2025 Goals. Our 2025 Goals related to corporate responsibility include, among others:

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Reducing our absolute Scope 1 and Scope 2 GHG emissions from global operations by 30%, from a 2014 base year.

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Reducing power consumption by 10% every year in our flagship Snapdragon® Mobile Platform products (given equivalent features).

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Having 100% of our primary semiconductor manufacturing suppliers audited every two years for conformance to our Supplier Code of Conduct, from a 2020 base year.

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Net-Zero Global GHG Emissions Targets. Qualcomm has established near- and long-term science-based emissions reduction targets, which have been approved by the Science Based Targets initiative (SBTi), including: (1) reduce absolute Scope 1 and 2 GHG emissions by 50% by 2030 from a 2020 base year; (2) reduce absolute Scope 3 GHG emissions by 25% by 2030 from a 2020 base year; and (3) reach net-zero GHG emissions across the value chain by 2040.

The foregoing discussion includes information regarding ESG matters that we believe may be of interest to our stockholders generally. We recognize that certain other stakeholders (such as customers, employees and non-governmental organizations), as well as certain of our stockholders, may be interested in more detailed information on these topics. We encourage you to review our most recent Qualcomm Corporate Responsibility Report (located on our website) for more detailed information regarding our Corporate Responsibility and ESG governance, goals, priorities, accomplishments and initiatives, as well as the “Corporate Governance” section of this proxy statement, and our Corporate Governance Principles and Practices (located on our website), for additional information regarding governance matters, including Board and Committee leadership, oversight, roles and responsibilities, and Director independence, tenure, refreshment and diversity. Nothing on our website, including the aforementioned reports or documents, or sections thereof, shall be deemed incorporated by reference into this proxy statement.

HUMAN CAPITAL

In order to continue to produce innovative, breakthrough technologies, it is crucial that we continue to attract and retain top talent. To facilitate talent attraction and retention, we strive to make Qualcomm a diverse, inclusive, and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by strong compensation, benefits, and health and wellness programs and by programs that build connections between our employees and their communities.

CORPORATE GOVERNANCE

At September 29, 2024, we had approximately 49,000 full-time, part-time and temporary workers, the overwhelming majority of which were full-time employees. Our employees are represented by more than 100 (self-identified) nationalities working in over 150 locations in 37 different countries around the world. Collectively, we speak more than 90 different languages. Our global workforce is highly educated, with the substantial majority of our employees working in engineering or technical roles. During fiscal 2024, our voluntary turnover rate was approximately 5%.

Diversity, Equity and Inclusion. We believe that a diverse workforce is important to our success, and we continue to focus on making Qualcomm a great place to work for everyone, including women and underrepresented populations. Our recent efforts have been focused in three areas: inspiring innovation through an inclusive and diverse culture; expanding our efforts to recruit world-class diverse talent; and identifying strategic partners to accelerate our programs.

We have employee networks that enhance our inclusive and diverse culture, including global network groups focused on supporting women, LGBTQ+ employees and employees with disabilities, in addition to U.S.-based employee networks that focus on Asian American and Pacific Islander employees, Black and African American employees, Hispanic and Latinx employees and U.S. military members and veterans.

We continue to recruit technical talent in diverse communities, engaging as a high-level sponsor of professional conferences, such as the Grace Hopper Conference for women and non-binary technologists, the Society of Hispanic Professional Engineers National Convention and the Richard Tapia Conference. We also continue to recruit from a variety of colleges with diverse student populations, including Hispanic-Serving Institutions and Historically Black Colleges and Universities.

Our continued engagement with organizations that work with diverse communities has been vital to our efforts. We joined the Global Catalyst Community that helps organizations build workplaces that work for women with thought leadership and actionable solutions to advance women into leadership. We are also endorsed as a great employer for women by Work180 in the UK and have been recognized by Avtar and Seramount as a Best Company for Women in India. We, alongside other top technology companies, helped form the Reboot Representation Tech Coalition, which aims to double the number of Black, Latinx and Native American women receiving computing degrees by 2025. We have also been named a ‘Best Place to Work for Disability Inclusion’ by Disability:IN for ten years in a row, underscoring our commitment to an inclusive work environment for people with disabilities.

We publish our most recent Consolidated EEO-1 reports on our website to provide additional transparency into our workforce.

Health, Safety and Wellness. The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees. Through our Live+Well, Work+Well programs, we provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, including benefits that provide protection and security related to events that may require time away from work or that impact their financial well-being; that support their physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors; and that offer choice where possible so they can customize their benefits to meet their needs and the needs of their families.

Compensation and Benefits. We provide robust compensation and benefits programs to help meet the needs of our employees. In addition to salaries, these programs may include (depending on country/region) annual bonuses, stock awards, an employee stock purchase plan, retirement and savings plans, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, adoption and surrogacy assistance, employee assistance programs, tuition assistance, and on-site services such as health and fitness centers, among others. In addition to our broad-based equity award programs, we have used targeted equity awards with vesting conditions to facilitate retention of personnel, particularly those with critical engineering skills and experience.

Talent Development. We invest significant resources to develop the talent needed to remain a world-leading innovator in wireless technologies and high-performance and low-power computing, including AI. We deliver numerous training opportunities, provide rotational assignment opportunities, focus on continuous learning and development and have implemented what we believe are industry-leading methodologies to manage performance, provide feedback and develop talent.

Our talent development programs are designed to provide employees with the resources they need to help achieve their career goals, build management skills and lead their organizations. We provide a series of employee workshops around the globe that support professional growth and development. Additionally, our manager and employee forum programs provide an ongoing opportunity for employees to practice and apply learning around conversations aligned with our annual review process. We also have an employee development website that provides quick access to learning resources that are personalized to the individual’s development needs.

Building Connections – With Each Other and our Communities. We believe that building connections between our employees, their families and our communities creates a more meaningful, fulfilling and enjoyable workplace. Through our engagement programs, our employees can pursue their interests and hobbies, connect to volunteering and giving opportunities and enjoy unique recreational experiences with family members. Leveraging our partnerships with various local arts and culture organizations, we have created numerous unique experiences for employees and their families around the world.

CORPORATE GOVERNANCE

Since our employees are passionate about many causes, our corporate giving and volunteering programs support and encourage employees by engaging with those causes. In our offices around the world, our employee-led Giving Committees select local organizations to support, often in the form of grants that are primarily funded by the Qualcomm Foundation (which was established in 2011 to support charitable giving and volunteerism). We also frequently collaborate with these organizations on volunteer activities for our employees. Additionally, during fiscal 2024, thousands of our employees around the world utilized our charitable match program, benefiting more than 1,300 charitable organizations.

Human Capital Advancements Linked to our Executive Compensation. As discussed in the “Compensation Discussion and Analysis” section of this proxy statement, our HR and Compensation Committee considered human capital advancements in determining our executives’ fiscal 2024 bonus. For fiscal 2024, progress towards human capital advancements serves as a non-financial performance modifier that can adjust the executives’ bonus payout by a multiple of 0.9 to 1.1.

The foregoing discussion includes information regarding Human Capital matters that we believe may be of interest to stockholders generally. We recognize that certain other stakeholders (such as customers, employees and non-governmental organizations), as well as certain of our stockholders, may be interested in more detailed information on these topics. We encourage you to review the “Workforce” section of our most recent Qualcomm Corporate Responsibility Report (located on our website) for more detailed information regarding our Human Capital programs and initiatives. Nothing on our website, including our Consolidated EEO-1 reports, our Qualcomm Corporate Responsibility Report or sections thereof, shall be deemed incorporated by reference into this proxy statement.

MANAGEMENT’S ONGOING STOCKHOLDER ENGAGEMENT

Our senior management team engages extensively with our stockholders, on a regular basis, as part of our commitment to excellence in corporate governance. Over the past year, as in prior years, our management team engaged in consistent post-earnings communications with our stockholders and hosted a significant number of events, including one-on-one and group meetings, calls, roadshows, bus tours and conferences, all in compliance with relevant SEC regulations. We engaged in robust dialogue with hundreds of our stockholders, including our largest stockholders, on a broad range of subjects, including our business, strategy and financial performance. Further, our Investor Relations team held numerous discussions with our global stockholder base, performed significant outreach via major industry conferences and responded to numerous stockholder questions and inquiries. The multi-faceted nature of our management’s stockholder engagement program allows us to maintain meaningful dialogue with a broad range of our stockholders, including large institutional investors, smaller to mid-size institutions, pension funds and individuals.

PROPOSAL 1: ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

Our Certificate of Incorporation and our Bylaws provide that directors are to be elected at our annual meeting of stockholders, to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified. Vacancies on the Board resulting from death, resignation, disqualification, removal or other causes may be filled by either the affirmative vote of the holders of a majority of the then-outstanding shares of common stock or by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board. Newly created directorships resulting from any increase in the number of directors may, unless the Board determines otherwise, be filled only by the affirmative vote of the directors then in office, even if less than a quorum of the Board. Any director elected as a result of a vacancy shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor has been elected and qualified.

In an uncontested election, our Bylaws provide that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast “for” a director nominee must exceed the number of “withhold” votes cast against that nominee). In a contested election, a director nominee will be elected by a plurality of the votes cast. In either case, abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will have no effect on the vote. In an uncontested election, if any nominee for director who is currently serving on the Board receives a greater number of  “withhold” votes than votes “for” his or her election, the director shall promptly tender his or her resignation from the Board, subject to acceptance by the Board. The process that will be followed by the Board in that event is described in the “Corporate Governance” section above under the heading “Majority Voting.”

Our Certificate of Incorporation provides that the number of directors shall be fixed exclusively by resolutions adopted from time to time by the Board. Gregory Johnson and Anthony Vinciquerra will conclude their service as directors at the Annual Meeting. Accordingly, the Board, upon recommendation of the Governance Committee, has set the number of directors at 11, effective as of the time stockholders vote on the election of directors at the Annual Meeting. Therefore, 11 directors will stand for election at the Annual Meeting to serve as directors until the 2026 annual meeting of stockholders. The Board, upon recommendation of the Governance Committee, has nominated the individuals below for election as directors at the Annual Meeting.

The nominees receiving a majority of votes cast with respect to his or her election will be elected directors of the Company. Shares of common stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the 11 nominees named below. Each person nominated for election has agreed to serve, if elected, and the Board has no reason to believe that any nominee will be unable to serve.

PROPOSAL 1: ELECTION OF DIRECTORS

NOMINEES FOR ELECTION

EXPERIENCE:

Ms. Acevedo served as Chief Executive Officer of the Girl Scouts of the United States of America, a national leadership development organization for girls, from May 2017 to August 2020 and as interim Chief Executive Officer from June 2016 to May 2017. She served as a member of the President’s Advisory Commission on Educational Excellence for Hispanics from May 2011 to September 2016. Ms. Acevedo was Co-Founder, President and Chief Executive Officer of CommuniCard LLC from October 2002 to March 2013 and Co-Founder and Vice President, Sales and Marketing of REBA Technologies Inc. (acquired by Applied Microsystems Corporation) from 2001 to 2002. Prior to that, she held various roles at Dell Inc., Autodesk, Inc., Apple Inc., IBM Corporation and the National Aeronautics and Space Administration (NASA) Jet Propulsion Labs.

EDUCATION:

Ms. Acevedo holds a B.S. in Industrial Engineering from New Mexico State University and an M.S. in Industrial Engineering from Stanford University. She also holds an Honorary Doctorate from Washington College for her STEM national leadership and an Honorary Doctorate of Science from Duke University. Ms. Acevedo has also earned an ESG Designation from Competent Boards.

QUALIFICATIONS:

Ms. Acevedo’s qualifications to serve on our Board include her extensive experience in a range of technology companies, including in executive leadership roles, and in large mature organizations as well as emerging growth companies. She also has senior leadership experience in the government and non-profit sectors, which brings additional perspectives and valuable additional insights to our Board. Our Board and senior management also benefit from Ms. Acevedo’s experience managing international business operations and from serving on other public company boards. As a longtime advocate for underserved communities and girls’ and women’s causes, Ms. Acevedo provides a unique perspective on social matters.

EXPERIENCE:

Mr. Amon has been our President and Chief Executive Officer and a member of our Board of Directors since June 2021. He served as President and Chief Executive Officer-elect from January 2021 to June 2021 and President from January 2018 to January 2021. Mr. Amon served as Executive Vice President, Qualcomm Technologies, Inc. (QTI), a subsidiary of Qualcomm Incorporated, and President, Qualcomm CDMA Technologies (QCT), from November 2015 to January 2018. He served as Executive Vice President, QTI and Co-President, QCT from October 2012 to November 2015, Senior Vice President and Co-President, QCT from June 2012 to October 2012 and as Senior Vice President, QCT Product Management from October 2007 to June 2012, with responsibility for our product roadmap, including our Snapdragon platforms. Mr. Amon joined Qualcomm in 1995 as an engineer and throughout his tenure at Qualcomm has held several other technical and leadership positions.

EDUCATION:

Mr. Amon holds a B.S. in Electrical Engineering and an honorary doctorate from UNICAMP, the State University of Campinas, Brazil.

QUALIFICATIONS:

Mr. Amon’s qualifications to serve on our Board include his extensive business, operational and executive management experience in the wireless telecommunications industry, including his current position as our Chief Executive Officer. His extensive knowledge of our global business, products, strategic relationships and opportunities, as well as the rapidly evolving technologies and competitive environment in the industries in which we operate, bring valuable insights and knowledge to our Board.

PROPOSAL 1: ELECTION OF DIRECTORS

EXPERIENCE:

Mr. Fields has been a Senior Advisor at TPG Capital LP, a global alternative asset firm, since October 2017. He served as Interim Chief Executive Officer of Hertz Global Holdings, Inc., which operates the Hertz, Thrifty and Dollar rental car brands, from October 2021 to February 2022. Mr. Fields served as President and Chief Executive Officer of Ford Motor Company, a global automotive company, from July 2014 to May 2017, and as Chief Operating Officer from December 2012 to July 2014. He joined Ford in 1989 and served in various leadership positions throughout his tenure, including Executive Vice President and President, Americas; Executive Vice President and Chief Executive Officer, Ford of Europe and Premier Automotive Group; Chairman and Chief Executive Officer, Premier Automotive Group; and President and Chief Executive Officer, Mazda Motor Corporation. Mr. Fields previously served as a director of TPG Pace Beneficial II Corp. from April 2021 to April 2023, TPG Pace Solutions Corp. from April 2021 to December 2021, IBM Corporation from March 2016 to April 2018, and Ford Motor Company from July 2014 to May 2017.

EDUCATION:

Mr. Fields holds a B.A. in Economics from Rutgers University and an M.B.A. from Harvard Business School.

QUALIFICATIONS:

Mr. Fields’ qualifications to serve on our Board include his extensive operational experience in executive management positions in the automotive industry, a key growth area for us, including leading complex global business organizations with large workforces and organizations pursuing emerging opportunities through expansion into adjacent areas, which brings valuable insights to our Board as well as provides a useful resource to our senior management. Our Board and senior management also benefit from Mr. Fields’ experience from serving on other public company boards. He has been designated as an audit committee financial expert.

EXPERIENCE:

Mr. Henderson has been President of JWH Consulting LLC, a business and investment advisory firm, since January 2018. He served as an Advisory Director to Berkshire Partners LLC, a private equity firm, from September 2015 to December 2019. Mr. Henderson served as Chief Financial Officer of Cardinal Health Inc. from May 2005 to November 2014. Prior to joining Cardinal Health, he held multiple management positions at Eli Lilly including serving as President and General Manager of Eli Lilly Canada, and Controller and Treasurer of Eli Lilly Inc., as well as various management positions with General Motors, including in Great Britain, Singapore, Canada and the U.S. Mr. Henderson previously served as a director of FibroGen, Inc. from August 2015 to June 2024.

EDUCATION:

Mr. Henderson holds a B.S. in Electrical Engineering from Kettering University and an M.B.A. from Harvard Business School. He has also earned a CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University.

QUALIFICATIONS:

Mr. Henderson’s qualifications to serve on our Board include his financial and operational executive management experience, including his significant experience in international operations, which is a source of valuable insights to our Board. His experience in senior operational and financial management positions at companies that experienced significant growth and transformation, including into additional business areas, also provides a useful resource to our senior management. Our Board and senior management also benefit from Mr. Henderson’s experience from serving on other public company boards. He has been designated as an audit committee financial expert.

PROPOSAL 1: ELECTION OF DIRECTORS

EXPERIENCE:

Ms. Livermore served as Executive Vice President of the Enterprise Business at Hewlett-Packard Company, an information technology company, from May 2004 to June 2011 and as Executive Vice President of HP Services from January 2002 to May 2004. She joined HP in 1982 and served in a number of management and leadership positions across the company. Ms. Livermore previously served as a director of United Parcel Service, Inc. from November 1997 to May 2023 and Hewlett-Packard Company from June 2011 to November 2015.

EDUCATION:

Ms. Livermore holds a B.A. in Economics from the University of North Carolina, Chapel Hill and an M.B.A. from Stanford University.

QUALIFICATIONS:

Ms. Livermore’s qualifications to serve on our Board include her extensive operational experience in executive management positions at global technology companies, including leading complex global business organizations with large workforces. Her significant experience in the areas of technology, marketing, sales, research and development and business management provide valuable insights to our Board and also provide useful resources to our senior management. Our Board and senior management also benefit from Ms. Livermore’s experience from serving on other public company boards.

EXPERIENCE:

Mr. McLaughlin served as Vice Chairman of the Board of Palo Alto Networks, Inc., a global cybersecurity company, from June 2018 to December 2022. He served as Chairman of the Board and Chief Executive Officer of Palo Alto Networks from August 2016 to June 2018 and as Chairman of the Board, President and Chief Executive Officer from April 2012 to August 2016. Mr. McLaughlin joined Palo Alto Networks as President and Chief Executive Officer, and as a director, in August 2011 and became Chairman of the Board in April 2012. He served as President and Chief Executive Officer and as a director of VeriSign, Inc. from August 2009 to August 2011 and as President and Chief Operating Officer from January 2009 to August 2009. Mr. McLaughlin served in various other management and leadership roles at VeriSign from February 2000 through November 2007 and provided consulting services to VeriSign from November 2008 to January 2009. Prior to joining VeriSign, Mr. McLaughlin was Vice President, Sales and Business Development at Signio Inc., which was acquired by VeriSign in February 2000. Mr. McLaughlin served on the National Security Telecommunications Advisory Committee (NSTAC) from January 2011 to April 2023 and as Chairman of the NSTAC from November 2014 to December 2016.

EDUCATION:

Mr. McLaughlin holds a B.S. from the U.S. Military Academy at West Point and a J.D. from Seattle University School of Law.

QUALIFICATIONS:

Mr. McLaughlin’s qualifications to serve on our Board include his operational and executive management experience at several global technology companies. Mr. McLaughlin’s service on the National Security Telecommunications Advisory Committee, as well as his experience as Chief Executive Officer and a member of the board of directors of a company recognized as a leader in cybersecurity, provide him with extensive knowledge regarding the operations and security of telecommunications systems and cybersecurity matters, which bring valuable insights to our Board. Our Board and senior management also benefit from Mr. McLaughlin’s experience from serving on other public company boards.

PROPOSAL 1: ELECTION OF DIRECTORS

EXPERIENCE:

Ms. Miller has been Executive Vice President and Chief Financial Officer of PayPal Holdings, Inc., a leading digital payments company, since November 2023. She served as Global Chief Financial Officer of Ernst & Young Global Limited (EY), a global provider of assurance, tax, strategy and transactions and consulting services, from February 2023 to June 2023 (having left the firm following EY’s decision to abandon its proposed spin-off transaction). Ms. Miller served as Chief Financial Officer of Cargill, Incorporated, a global food, agricultural, financial and industrial products company, from June 2021 to January 2023 and as Head of Corporate Strategy and Development of Cargill from April 2022 to January 2023. Ms. Miller served as Senior Vice President and Chief Financial Officer of General Electric Company (GE), a multinational power, renewable energy, aviation and healthcare company, from November 2017 to February 2020. She served as President and Chief Executive Officer of GE Transportation from October 2015 to November 2017, as Chief Information Officer (CIO) of GE from April 2013 to October 2015, and as Vice President, Controller and Chief Accounting Officer of GE from April 2008 to April 2013. Prior to joining GE in 2008, she served as Senior Vice President and Controller of WellPoint, Inc. (now Anthem), and as a partner at PricewaterhouseCoopers LLP. Ms. Miller previously served as a director of Baker Hughes, a GE company, from July 2017 to September 2019.

EDUCATION:

Ms. Miller holds a B.S. in Accounting from Miami University in Oxford, Ohio.

QUALIFICATIONS:

Ms. Miller’s qualifications to serve on our Board include her extensive financial and operational executive management expertise, including her significant experience in accounting and finance matters and in large global organizations, which is a source of valuable insights to our Board. Her experience in executive management positions at large organizations undergoing transformation also provides a useful resource to our senior management. Further, having served as CIO and later supervising the CIO for a major multinational corporation, Ms. Miller brings additional knowledge and experience in the area of cybersecurity to our Board. She has been designated as an audit committee financial expert.

EXPERIENCE:

Ms. Myers has been Executive Vice President and Chief Financial Officer of Hewlett Packard Enterprise Company (HPE), a global edge-to-cloud company, since January 2024. She served as Chief Financial Officer of HP Inc. (HP) from February 2021 to January 2024, acting Chief Financial Officer from October 2020 to February 2021, Chief Transformation Officer from June 2020 to May 2021, and Chief Digital Officer from March 2020 to June 2020. Ms. Myers served as the Chief Financial Officer of UiPath Inc. from December 2018 to December 2019. Prior to that, Mr. Myers held various positions within the audit and finance organizations of HP and the Hewlett-Packard Company beginning in 2001. Ms. Myers previously served as a director of KLA Corporation from February 2020 to November 2024 and F5 Networks, Inc. from January 2019 to January 2024.

EDUCATION:

Ms. Myers holds a Bachelor of Arts degree in Political Science and Journalism and a Bachelor of Economics degree from University of Queensland and a Master’s in Business Administration with a focus in marketing and finance from the University of St. Thomas.

QUALIFICATIONS:

Ms. Myers’ qualifications to serve on our Board include her extensive experience as a finance executive for a multinational technology company and experience managing the Internal Audit and financial operations functions, which bring an important and valuable perspective to our Board. Her experiences also provide valuable insight into challenges faced by a technology company with an international presence. She has been designated as an audit committee financial expert.

PROPOSAL 1: ELECTION OF DIRECTORS

EXPERIENCE:

Ms. Rosenfeld served as Chairman of the Board of Mondelēz International, Inc., a global snack food and beverage company (which changed its name from Kraft Foods, Inc. in October 2012), from November 2017 to March 2018, as Chairman and Chief Executive Officer from March 2007 to November 2017 and as Chief Executive Officer and a director from June 2006 to March 2007. Prior to that, she served as Chairman and Chief Executive Officer of Frito-Lay, a division of PepsiCo, Inc., from September 2004 to June 2006. Ms. Rosenfeld was employed continuously by Mondelēz International and its predecessor companies, in various capacities from 1981 to 2003, including President, Kraft Foods North America; President, Kraft Foods Operations, Technology & Information Systems; and President, Kraft Foods Canada, Mexico and Puerto Rico.

EDUCATION:

Ms. Rosenfeld holds a B.A. in Psychology, an M.S. in Business and a Ph.D. in Marketing & Statistics from Cornell University.

QUALIFICATIONS:

Ms. Rosenfeld’s qualifications to serve on our Board include her extensive executive management experience, including experience in international operations, which is a source of important insights to our Board and provides a useful resource to our senior management. Her experience with corporate governance matters and service on other public company boards also provide valuable insights to our Board.

EXPERIENCE:

Mr. Smit served as Vice Chairman of Comcast Corporation, a global media and technology company, from April 2017 to December 2021. He served as President and Chief Executive Officer of Comcast Cable Communications, LLC, a subsidiary of Comcast Corporation, from November 2011 to April 2017 and President from March 2010 to November 2011. Before joining Comcast, Mr. Smit served as President and Chief Executive Officer and a director of Charter Communications, Inc. from August 2005 to March 2010. Prior to joining Charter Communications, he served as President of AOL Access (AOL/Time Warner) and held various leadership positions at Nabisco and Pillsbury. Mr. Smit also served on the Board of Visitors for Nicholas School of the Environment at Duke University from 2010 to 2021. He previously served in the United States Navy as a member on the SEAL Teams and retired from the service as a Lieutenant Commander.

EDUCATION:

Mr. Smit holds a B.S. in Geology from Duke University and an M.A. in International Business from Tufts University-Fletcher School of Law and Diplomacy.

QUALIFICATIONS:

Mr. Smit’s qualifications to serve on our Board include his extensive executive management experience at media and technology companies, and in international business, which are a source of valuable insights to our Board. His experience in senior operational positions also provides a useful resource for our senior management. Mr. Smit also brings valuable knowledge of environmental matters obtained from his experience at one of the top global universities for environmental studies.

PROPOSAL 1: ELECTION OF DIRECTORS

EXPERIENCE:

Mr. Tricoire has been Chairman of the Board of Schneider Electric SE, a global energy and automation digital solutions company, since April 2013. He served as Chief Executive Officer of Schneider Electric from May 2006 to April 2023, as Chief Operating Officer from January 2004 to May 2006 and as Executive Vice-President of Schneider Electric’s International Division from January 2002 to January 2004. Mr. Tricoire joined Schneider Electric in 1986 and held numerous leadership positions throughout his tenure, including operational functions in China, Italy, South Africa and the United States.

EDUCATION:

Mr. Tricoire holds a degree in Electronic Engineering from École Supérieure d’Électronique de l’Ouest in France and an M.B.A. from Centre d’études Supérieures du Management à Lyon (EM Lyon) in France. He has also earned a Corporate Director Certificate from Harvard Business School and a CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University.

QUALIFICATIONS:

Mr. Tricoire’s qualifications to serve on our Board include his extensive executive management experience both in the technology industry and in large organizations, including those addressing changing technologies and applications. His broad experience in international operations also provides a useful resource to our senior management. In addition, Mr. Tricoire brings a non-US perspective to issues facing us, including a focus on ESG matters, enhancing the range of perspectives and understanding of our Board. Our Board and senior management also benefit from Mr. Tricoire’s experience from serving on other public company boards.

PROPOSAL 1: ELECTION OF DIRECTORS

REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to elect each of the 11 nominees for director, meaning that the number of votes cast “for” a nominee’s election must exceed the number of “withhold” votes cast against that nominee. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote for each of the 11 nominees, they will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the vote.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE DIRECTOR NOMINEES.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee has selected PricewaterhouseCoopers LLP (PwC) as our independent public accountants for our fiscal year ending September 28, 2025, and the Board has directed that this selection be submitted for ratification by our stockholders at the Annual Meeting. PwC has audited our consolidated financial statements since we commenced operations in 1985.

In deciding whether to re-engage PwC as our independent public accountants, the Audit Committee evaluated PwC’s qualifications, performance and independence, including that of the lead audit partner. This evaluation was conducted with input from senior management. The Audit Committee believes there are significant benefits to having independent public accountants that have a history with the Company. These benefits include higher quality audit work and accounting advice due to PwC’s institutional knowledge of and familiarity with our business and operations, accounting policies, financial systems and internal control framework, as well as operational efficiencies and a resulting lower fee structure. The Audit Committee also considered potential disadvantages associated with changing the Company’s independent public accountants, including increased costs, diversion of our management’s attention and our internal accounting resources as new auditors become familiar with our business and processes, and potential difficulties in finding another multinational auditing firm that qualifies as independent from us under applicable standards (in light of the non-audit services provided to us by other major multinational firms). Based on the foregoing evaluation, the Audit Committee and the Board believe that the continued retention of PwC as the Company’s independent public accountants is in the best interests of the Company and its stockholders.

Stockholder ratification of the selection of PwC as our independent public accountants is not required by our Bylaws or otherwise. However, the Board is submitting the selection of PwC to stockholders for ratification as a matter of good corporate governance. If stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain PwC. Even if the selection is ratified, the Audit Committee in its discretion may appoint different independent public accountants at any time if it determines that such a change would be in the best interests of the Company and its stockholders.

FEES FOR PROFESSIONAL SERVICES

The table below sets forth the aggregate audit fees billed and expected to be billed by PwC for the indicated fiscal year and the fees billed and expected to be billed by PwC for all other services rendered during the indicated fiscal year. All of the services described in the following table were approved in conformity with the Audit Committee’s pre-approval process described below.

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1

Audit fees consist of fees billed or expected to be billed for professional services rendered for the audit of our annual consolidated financial statements and the effectiveness of our internal control over financial reporting, the reviews of our interim condensed consolidated financial statements included in our quarterly reports, and audits of certain of our subsidiaries for statutory, regulatory and other purposes.

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2

Audit-related fees consist principally of fees related to field verification of royalties from certain licensees and to a lesser extent fees for assurance and related services that are reasonably related to the performance of the audit or reviews of our consolidated financial statements, and are not reported under “audit fees.”

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3

Tax fees consist of permissible non-audit services related to global tax compliance, transfer pricing, audit defense and general tax consulting service.

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4

All other fees consist of fees for technical publications purchased from PwC.

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POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by our independent public accountants. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the nature of the particular service or category of services and an estimated fee. The Audit Committee has delegated certain pre-approval authority to its Chair when expedition of approval is necessary, and such approval is reported to the Audit Committee at its next meeting. Our independent public accountants and management periodically report to the Audit Committee regarding the extent of services provided by the independent public accountants and the fees for the services performed to date.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

REPRESENTATION FROM PRICEWATERHOUSECOOPERS LLP AT THE ANNUAL MEETING

Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote on this proposal, they will have the authority, but are not required, to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 28, 2025.

PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

This stockholder advisory vote, commonly known as “Say-on-Pay,” is required pursuant to Section 14A of the Exchange Act and gives our stockholders the opportunity to approve or not approve, on a non-binding advisory basis, the compensation paid to our named executive officers (NEOs) for our 2024 fiscal year. At our 2020 annual meeting of stockholders, stockholders voted for the Say-on-Pay vote to be held annually.

The Board recommends a vote “FOR” the following resolution:

“Resolved, that the stockholders of QUALCOMM Incorporated hereby approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement, including in the Compensation Discussion and Analysis, compensation tables and narrative disclosures.”

COMPENSATION PROGRAM BEST PRACTICES

Our fiscal 2024 executive compensation program continues to reflect stockholder feedback and best practices, as summarized on page 5 of this proxy statement. In particular:

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We regularly engage with our stockholders regarding our executive compensation program and thoroughly consider the feedback we receive.

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Our HR and Compensation Committee oversees our executive compensation program design and provides guidance to management on company-wide compensation and human resources-related policies, programs and initiatives.

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A majority of the equity awards granted to our NEOs in 2024 are performance-based, as described more fully in the Compensation Discussion and Analysis (CD&A) section of this proxy statement.

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We use a balanced portfolio of performance metrics in our incentive plans. Our incentive plans include both relative and absolute performance metrics and measure both top-line growth through Adjusted Revenues in our Annual Cash Incentive Plan (ACIP) and profitability through Adjusted Operating Income in our ACIP and Adjusted Earnings Per Share (EPS) in our Performance Stock Units (PSUs). Our ACIP also includes a non-financial performance measure that is based on human capital advancements. Progress in this area is assessed annually by the HR and Compensation Committee.

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We have rigorous performance objectives, including challenging operating goals for our ACIP and PSUs. Further, our relative total stockholder return (RTSR) PSUs require that we achieve a 55th percentile rank for the target payout, and a 90th percentile rank for the maximum payout, with a cap on payout at target if absolute total stockholder return (TSR) is negative. Earned amounts under our ACIP are limited to 2x target amounts, and earned PSUs are limited to 2x target shares.

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We have robust stock ownership guidelines, including a CEO guideline of 10x base salary.

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We have a clawback policy that applies to both cash and equity incentives.

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Our independent compensation consultant is retained by and reports to the HR and Compensation Committee.

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Our peer group is reviewed annually and is size- and industry-appropriate to avoid disparate benchmarking.

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We continue our many ongoing executive compensation practices that promote consistent leadership, decision-making and pay-for-performance alignment without taking inappropriate or unnecessary risks, as discussed in detail in the CD&A.

EFFECT OF THIS RESOLUTION

Because your vote is advisory, it will not be binding upon the Company, the Board or the HR and Compensation Committee. However, we value the opinions of our stockholders, and the HR and Compensation Committee will take into account the outcome of this vote when considering future compensation decisions.

REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote on

PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

this proposal, they will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the existence of a quorum but will not have any effect on the outcome of the proposal.

The Board believes that the compensation of our NEOs, as described in the CD&A, compensation tables and narrative disclosures, is appropriate for the reasons discussed herein.

THE BOARD RECOMMENDS A VOTE “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS FOR FISCAL 2024.

PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE IN THE SHARE RESERVE BY 22,950,000 SHARES

We are asking stockholders to approve the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, which was adopted by our Board upon the recommendation of the HR and Compensation Committee, subject to stockholder approval. Throughout this proxy statement, we refer to our current Amended and Restated 2023 Long-Term Incentive Plan, as originally established on March 8, 2023 and amended and restated on March 5, 2024, as the 2023 LTIP, and we refer to the amended and restated 2023 LTIP, as approved by the Board and recommended for approval by stockholders at the Annual Meeting, as the Restated 2023 LTIP.

We are seeking stockholder approval of the Restated 2023 LTIP in order to:

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increase the number of shares of common stock we have available for the grant of equity awards by an additional 22,950,000 shares, and

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implement a corresponding increase to the number of shares that may be issued in settlement of exercised incentive stock options by an additional 22,950,000 shares.

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Except for the foregoing increases, there are no material differences between the terms of the 2023 LTIP and the Restated 2023 LTIP.

If stockholders do not approve the Restated 2023 LTIP, the Company will continue to have the authority to grant awards under the 2023 LTIP under its current provisions. However, without the Restated 2023 LTIP, we estimate that the shares available for grant under the 2023 LTIP will be insufficient to meet our anticipated employee recruiting and retention needs. As of December 15, 2024, 47,600,818 shares remained available for grant for new awards under our 2023 LTIP.

Stockholder approval of the Restated 2023 LTIP will enable us to continue to grant equity awards to deserving individuals and remain competitive with our industry peers. We believe that equity awards are critical incentives to recruiting, retaining and motivating the best employees in our industry. The approval of the proposed Restated 2023 LTIP will allow us to continue to provide such incentives. If this proposal is not approved, we believe we would be at a significant disadvantage against our competitors for recruiting, retaining and motivating those individuals who are critical to our success, and we could be forced to increase cash compensation, reducing resources available to meet our other business needs.

FACTORS REGARDING OUR EQUITY USAGE AND NEEDS

Equity is Essential to Talent Acquisition and Retention

It is important to our Board to ensure that we are being fiscally responsible with respect to how and when we fund programs that promote our ability to motivate and retain key talent in a competitive market. We firmly believe that employees with a stake in the future success of our business are highly motivated to achieve the long-term growth objectives of our business and are well-aligned with the interests of our other stockholders to increase stockholder value. We have a long-standing practice of granting equity awards not only to our executives and directors, but broadly among our employees. As of December 15, 2024, we had approximately 46,000 employees (not including temporary employees), of which approximately 90% received an equity award during fiscal 2024.

We believe it is essential that we continue the use of equity compensation to better position us in the market and allow us to retain our skilled employees while attracting talented new employees to help us achieve our objectives, which include increasing stockholder value by growing the business. Without the approval of an addition to our share reserve, we may be severely limited in our ability to attract and retain critical employees or may be required to significantly increase cash compensation, which could have an adverse impact on our business and financial results. We intend to use the additional shares to recruit and retain employees globally. If approved, we anticipate that the share reserve available under the Restated 2023 LTIP would allow us to maintain our regular equity compensation program without interruption until 2026 and potentially until 2027. The applicable period that the shares reserved under the Restated 2023 LTIP will actually last will depend on various factors, such as the number of grant recipients, future grant practices, our stock price and forfeiture rates.

KEY FEATURES OF THE RESTATED 2023 LTIP

Some key features of the Restated 2023 LTIP are described below with additional detail provided in the Summary of the Restated 2023 LTIP below and the full text of the Restated 2023 LTIP, a copy of which is attached to this proxy statement as Appendix B:

PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE​

IN THE SHARE RESERVE BY 22,950,000 SHARES​

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Administration. The Restated 2023 LTIP would generally be administered by the HR and Compensation Committee, which is composed entirely of independent, non-employee directors, and which currently administers our 2023 LTIP.

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Fungible Share Ratio. Awards other than stock options and stock appreciation rights (full-value awards) are charged against the Restated 2023 LTIP share reserve at the rate of two shares for each share actually granted.

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Stockholder Approval is Required for Any Additional Shares. The Restated 2023 LTIP does not contain an annual “evergreen” provision, but instead reserves a fixed maximum number of shares of common stock. Additional stockholder approval is required to increase that number.

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Repricings. Stock options and freestanding stock appreciation rights may not be repriced without stockholder approval.

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No Liberal Share Recycling for Stock Options or Stock Appreciation Rights. Shares tendered, exchanged or withheld to pay the exercise price or to satisfy withholding taxes with respect to stock options or stock appreciation rights are not available again for grant.

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Award Limits for Non-Employee Directors. The aggregate value of all regular compensation paid to any non-employee director for services rendered in any calendar year, inclusive of cash and the grant date fair value of equity awards under the Restated 2023 LTIP, is limited to $800,000.

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No Dividend Payment Until Underlying Shares Vest. Dividends and dividend equivalents on restricted stock, restricted stock units and performance share awards vest and are paid only if and to the extent those underlying awards become vested.

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Limited Transferability. Awards are not transferable except by will or by the laws of descent and distribution, or pursuant to a domestic relations order.

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No Liberal Change in Control Definition. The Restated 2023 LTIP defines change in control based, in part, on the consummation of the transaction rather than the announcement or stockholder approval of the transaction.

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HISTORICAL AWARD INFORMATION

Overhang

The following table provides additional information regarding our overhang, or potential stockholder dilution. Our overhang is equal to the number of shares subject to our outstanding equity awards under our equity plans at December 15, 2024, including accrued dividend equivalents, plus the number of shares available to be granted, divided by the total shares of common stock outstanding. As of January 17, 2025, the Record Date, there were 1,105,391,695 shares of our common stock outstanding. The closing price of our common stock as reported on NASDAQ on January 17, 2025 was $164.56 per share.

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1

Includes our 2016 Long-Term Incentive Plan (“2016 LTIP”) and our 2023 LTIP.

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2

Includes equity compensation plans assumed in mergers and acquisitions.

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3

Includes 79,312 stock options deemed granted under the 2016 LTIP to implement the assumption and conversion of the NuVia, Inc. (NuVia) stock options in connection with the acquisition of NuVia in March 2021.

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4

The number of performance stock units that are outstanding at December 15,2024 reflect the maximum number of shares that could be earned based on satisfaction of the applicable performance goals.

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5

Represents shares available for grant under our 2023 LTIP. Does not include shares available for issuance under our Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan, as amended.

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PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

IN THE SHARE RESERVE BY 22,950,000 SHARES

3-Year Historical Burn Rate

The following table provides information regarding the grant of equity awards over the past three completed fiscal years and which we considered in setting the number of additional shares requested for the Restated 2023 LTIP:

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1

Percentage of equity awards granted to individuals who were NEOs in the relevant year is calculated by dividing the number of shares that were issuable pursuant to equity awards that were granted to NEOs during the fiscal year by the number of shares issuable pursuant to all equity awards that were granted during the fiscal year. In fiscal 2022, the HR and Compensation Committee shifted the timing of the grant of equity awards to our executive officers from the fourth quarter of our fiscal year to the first quarter of the subsequent fiscal year. As a result of this change in timing, equity awards granted to our NEOs in fiscal 2022 were anomalously lower than in other years.

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2

Equity burn rate is calculated by dividing the number of shares issuable pursuant to equity awards granted during the fiscal year by the (basic) weighted-average number of common shares outstanding during the period.

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3

Dilution is calculated by dividing the sum of  (x) the number of shares issuable pursuant to equity awards outstanding at the end of the fiscal year (30,001,770 shares with respect to fiscal 2024) plus (y) the number of shares available under the 2023 LTIP for future grants (75,166,394 shares with respect to fiscal 2024), by the number of common shares outstanding at the end of the fiscal year (1,112,256,121 shares with respect to fiscal 2024).

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4

Overhang is calculated by dividing the number of shares issuable pursuant to equity awards outstanding at the end of the fiscal year (30,001,770 shares with respect to fiscal 2024) by the number of common shares outstanding at the end of the fiscal year (1,112,256,121 shares with respect to fiscal 2024).

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For purposes of the table above, the number of shares issuable pursuant to equity awards does not include any dividend equivalents that may be earned after the date of grant, and the number of shares issuable pursuant to an award that provides for issuance of a variable number of shares based on the extent to which performance targets are satisfied is deemed to be the maximum number of shares that may be issued on attainment of maximum performance targets, even though a lesser number of shares may be or may have been issued based on actual performance.

SUMMARY OF THE RESTATED 2023 LTIP

The following paragraphs summarize the material terms of the Restated 2023 LTIP. Except for the additional shares requested for the Restated 2023 LTIP, there are no material differences between the Restated 2023 LTIP and the 2023 LTIP terms. This summary does not purport to be a complete description of all of the provisions of the Restated 2023 LTIP. It is qualified in its entirety by reference to the full text of the Restated 2023 LTIP, a copy of which is attached to this proxy statement as Appendix B.

General

The Restated 2023 LTIP provides for the grant of incentive and nonstatutory stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance units and performance shares (including performance stock units, deferred compensation awards and other stock-based awards). Incentive stock options granted under the Restated 2023 LTIP are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code). Nonstatutory stock options granted under the Restated 2023 LTIP are not intended to qualify as incentive stock options under the Code.

Purpose

The purpose of the Restated 2023 LTIP is to advance the interests of the Company and its stockholders by providing an incentive to attract and retain the best qualified personnel to perform services for the Company, by motivating such persons to contribute to the growth and profitability of the Company, by aligning their interests with the interests of the Company’s stockholders and by rewarding such persons for their services by tying a portion of their total compensation package to the success of the Company.

Administration

The Restated 2023 LTIP would be administered by the HR and Compensation Committee or, if there is no such committee, it would be administered by the Board. Subject to the limitations in the Restated 2023 LTIP, the HR and Compensation Committee has the authority to interpret the Restated 2023 LTIP and to determine the recipients of awards, the number of shares subject to each award, the times when an award will become exercisable or vest, the exercise price, the type of consideration to be paid upon exercise and other terms of the award. To the extent permitted by applicable law and the terms of the Restated 2023 LTIP, the HR and Compensation Committee may delegate to the appropriate officers of the Company the authority to grant, amend, modify, cancel, extend or renew awards to persons other than directors or executive officers whose transactions are subject to Section 16

PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE​

IN THE SHARE RESERVE BY 22,950,000 SHARES​

of the Exchange Act. Accordingly, as used herein with respect to the Restated 2023 LTIP, references to the “Committee” include the full Board, the HR and Compensation Committee and any officer(s) of the Company to whom such authority may be delegated as provided in the Restated 2023 LTIP, to the extent such delegation is applicable.

Maximum Number of Shares Issuable Under the Restated 2023 LTIP

Maximum Number of Shares Issuable. If stockholders approve the Restated 2023 LTIP, as of the date of the Annual Meeting, the aggregate number of shares that could be issued pursuant to awards would be increased by 22,950,000 shares, and the aggregate number of shares of stock that may be issued pursuant to awards granted under the Restated 2023 LTIP on and after the date of the Annual Meeting would be 70,550,818 shares of stock, reduced by one (1) share subject to any stock option or stock appreciation right, and two (2) shares subject to any full-value award, that is granted under the 2023 LTIP after December 15, 2024 and prior to the date of the Annual Meeting, and increased by the number of any Returning Shares (as defined below).

The Returning Shares consist of the following number of shares subject to awards granted under the 2016 LTIP or 2023 LTIP that were outstanding as of December 15, 2024 or granted under the 2023 LTIP after December 15, 2024 and prior to the Annual Meeting:

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the number of any shares subject to outstanding stock options which expire, or for any reason are forfeited, canceled or terminated without being exercised, plus

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the number of any shares subject to outstanding full-value awards (including restricted stock units, performance shares and deferred stock units) which are forfeited, terminated, canceled, not earned due to any performance goal that is not met or that fail to vest or are otherwise reacquired without having become vested, in each case with the number of shares that may be issued pursuant to the Restated 2023 LTIP being increased by two times the number of such shares, plus

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the number of any shares subject to outstanding full-value awards granted that are paid in cash, exchanged by a participant or withheld by the Company to satisfy any tax withholding or tax payment obligations related to such award, in each case with the number of shares that may be issued pursuant to the Restated 2023 LTIP being increased by two times the number of such shares.

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Share Counting. The following are other rules for counting shares against the maximum number of shares that may be issued pursuant to the Restated 2023 LTIP:

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Full-value awards are counted against the Restated 2023 LTIP’s aggregate share limit as two shares for every one share actually issued in connection with the award.

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To the extent that shares are delivered pursuant to the exercise of a stock option or stock appreciation right, the number of underlying shares to which the exercise related shall be counted against the applicable share limits, regardless of the number of shares actually issued. Further, any shares that are exchanged by a participant or withheld by the Company as full or partial payment of the exercise price of any stock option or stock appreciation right or to satisfy any tax withholding or payment obligations related to any stock option or stock appreciation right will not be available for issuance of subsequent awards under the Restated 2023 LTIP.

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To the extent that an award is settled in cash, the shares that would have been issued had there been no such cash settlement will not be counted against the number of shares available for issuance under the Restated 2023 LTIP.

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Shares that are subject to awards that are forfeited, terminated, canceled, not earned due to any performance goal that is not met or otherwise fail to vest or are reacquired by the Company will again be available for subsequent awards under the Restated 2023 LTIP. Any such shares subject to full-value awards will be credited as two shares for purposes of determining the maximum number of shares available for issuance under the Restated 2023 LTIP.

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If shares are exchanged by a participant or withheld by the Company to satisfy the tax withholding or payment obligations related to any full-value award, the maximum number of shares that are issuable pursuant to the Restated 2023 LTIP will be credited with two shares for each such share (however, any shares withheld or exchanged to satisfy any amount in excess of the maximum statutory withholding rate will be counted against the aggregate number of shares that may be issued pursuant to the Restated 2023 LTIP).

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Shares tendered (by attestation or otherwise), exchanged or withheld as full or partial payment of the exercise price of any option or stock appreciation right will not be available for subsequent awards; shares exchanged or withheld to satisfy the tax withholding or tax payment obligations related to any option or stock appreciation right will not be available for subsequent awards; shares purchased or repurchased by the Company with option proceeds will not be available for subsequent awards; and shares covered by an option or stock appreciation right, to the extent that it is exercised and settled in shares, and whether or not shares are actually issued upon exercise, will be considered issued or transferred pursuant to the Restated 2023 LTIP.

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Shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares

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PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

IN THE SHARE RESERVE BY 22,950,000 SHARES

available for issuance under the Restated 2023 LTIP unless determined otherwise by the Committee, and such awards may reflect the original terms of the related award being assumed or substituted for and need not comply with other specific terms of the Restated 2023 LTIP.

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Shares of stock of an acquired company that are available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition (as adjusted using the exchange ratio or other adjustment formula used in such acquisition or combination to determine the consideration payable to its stockholders) may be used for awards under the Restated 2023 LTIP and will not reduce the number of shares available for issuance under the Restated 2023 LTIP, provided that awards using such available shares cannot be made after the date the awards or grants could have been made under the terms of the pre-existing plan and will only be made to individuals who were not employees, consultants or non-employee directors of the Company prior to such acquisition or combination.

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Eligibility and Award Limitations

Awards other than incentive stock options are generally granted to our employees and non-employee directors, although the Restated 2023 LTIP permits the grant of awards to consultants. Incentive stock options may be granted only to employees. As of December 15, 2024, the Company had approximately 46,000 employees (not including temporary employees), 12 non-employee directors and approximately 7,200 consultants who were eligible to participate in the 2023 LTIP. Consistent with past practices, the Company has not granted awards to consultants under the 2023 LTIP and does not currently intend to grant awards to consultants under the Restated 2023 LTIP.

The number of shares issued under the Restated 2023 LTIP pursuant to the exercise of incentive stock options may not exceed 119,950,000 shares. If an incentive stock option is granted to any person who, at the time of the grant, owns (or is deemed to own) stock possessing more than 10% of the total combined voting power of the Company, or any of its parent or subsidiary corporations, the option must be granted at an exercise price that is at least 110% of the fair market value of the Company’s stock on the date of grant, and the term of the option must not exceed five years. The aggregate fair market value, determined at the time of grant, of the shares of common stock with respect to which incentive stock options granted under the Restated 2023 LTIP that are exercisable for the first time by an optionee during any calendar year (under all our plans and our parent and subsidiary corporations) may not exceed $100,000.

Limitation on Awards to Non-Employee Directors

The Restated 2023 LTIP provides for an annual limit of  $800,000 for compensation awarded to each of our non-employee directors. These annual limits do not apply to any compensation for service rendered as an employee or consultant or to any compensation that the Board determines is for special services or services beyond that required in the regular course of duties performed by a non-employee director.

Restrictions on Transfer

During a participant’s lifetime, exercisable awards (stock options and stock appreciation rights) may be exercised only by the participant or the participant’s guardian or legal representative. Restated 2023 LTIP awards shall not be subjected in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment. Participants may not transfer equity awards granted under the Restated 2023 LTIP, except by will or by the laws of descent and distribution, or pursuant to a domestic relations order.

Stock Options and Stock Appreciation Rights

The following is a general description of the terms of stock options and stock appreciation rights that may be awarded under the Restated 2023 LTIP. Individual grants may have different terms, subject to the overall requirements of the Restated 2023 LTIP.

Exercise Price; Payment. The exercise price of incentive stock options under the Restated 2023 LTIP may not be less than the fair market value of the Company’s common stock subject to the option on the date of grant, and in some cases may not be less than 110% of the fair market value on the grant date, as described above. The exercise price of a nonstatutory stock option and a stock appreciation right may not be less than the fair market value of the Company’s stock subject to the award on the date of grant. The exercise price of options granted under the Restated 2023 LTIP must be paid: (1) in cash, check or a cash equivalent; (2) by tender of shares of common stock of the Company subject to attestation to the ownership of the shares and to having a fair market value not less than the exercise price; (3) if permitted by the Committee (and provided that the participant is an employee and not an officer or non-employee director) and to the extent allowed by law, by means of a promissory note; (4) by net exercise whereby the number of shares issuable upon the exercise of the option is reduced by a number of shares having a fair market value equal to the exercise price; (5) in any other form of payment as may be approved by the Committee; or (6) by a combination of the above forms of payment.

Repricing and Reload Options Prohibited. The Company may not, without obtaining stockholder approval, (1) amend or modify the terms of any outstanding option or stock appreciation right to reduce the exercise price; (2) cancel, exchange or permit or

PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE​

IN THE SHARE RESERVE BY 22,950,000 SHARES​

accept the surrender of any outstanding option or stock appreciation right in exchange for an option or stock appreciation right with a lower exercise price; or (3) cancel, exchange or permit or accept the surrender of any outstanding option or stock appreciation right in exchange for any other award, cash or other securities for purposes of repricing that option or stock appreciation right. Also, no option may be granted to any participant on account of the use of shares to exercise a prior option.

Exercise. Stock options and stock appreciation rights granted under the Restated 2023 LTIP vest in cumulative increments as determined by the Committee, provided that the holder’s employment by, or service as a director of or consultant to, the Company or certain related entities or designated affiliates, continues from the date of grant until the applicable vesting date. Stock options and stock appreciation rights granted under the Restated 2023 LTIP may be subject to different vesting terms. In addition, the Committee has the power to accelerate the time during which an award may be exercised.

Term. The maximum term of stock options and stock appreciation rights under the Restated 2023 LTIP is 10 years, except for certain incentive stock options with a maximum term of five years, as described above. The Restated 2023 LTIP provides for the earlier termination of an award due to the holder’s termination of service.

Restricted Stock Units

The Committee may grant restricted stock units under the Restated 2023 LTIP. Restricted stock units represent a right to receive shares of the Company’s common stock at a future date determined in accordance with the participant’s award agreement. There is no purchase or exercise price associated with restricted stock units or with the shares issued in settlement of the award. The Committee may grant restricted stock unit awards that are subject to time-based vesting or performance-based vesting. Participants may not transfer shares acquired pursuant to restricted stock units until the units vest and are settled. Participants have no voting rights or rights to receive cash dividends with respect to restricted stock unit awards until shares of common stock are issued in settlement of such awards. However, the Committee may grant restricted stock units that entitle the holders to receive dividend equivalents, which are rights to receive additional restricted stock units or cash amounts on restricted stock units that vest based on the value of any cash dividends the Company declares prior to the settlement of vested restricted stock units. Any dividend equivalents are subject to the same restrictions and risk of forfeiture as the underlying award.

Restricted Stock Awards

The Committee may grant restricted stock awards under the Restated 2023 LTIP specifying the number of shares of stock subject to the award and including such terms and conditions as the Committee shall from time to time establish. The Committee determines the purchase price payable under restricted stock purchase rights, which may be less than the then current fair market value of the Company’s common stock. Restricted stock awards may be subject to vesting conditions specified by the Committee based on service or performance criteria. Participants may not transfer shares acquired pursuant to a restricted stock award until the shares vest. Unless otherwise provided by the Committee, participants forfeit any unvested shares of restricted stock upon termination of service. Participants holding restricted stock generally may vote the shares and receive any dividends paid; however, no dividends or distributions will be paid on shares of stock subject to vesting conditions except to the extent that such vesting conditions are satisfied, and the restrictions on the original restricted stock award apply to adjustments made upon a change in the capital structure of the Company, and any substituted or additional securities or property arising from such award.

Performance Awards

The Committee may grant performance awards subject to the fulfillment of conditions and the attainment of performance goals with such terms and over such periods as the Committee determines in writing and sets forth in a written agreement between the Company and the participant. These awards may be designated as performance shares or performance units. Performance shares are awards that provide for a payment in shares (or cash equivalent to the fair market value of shares) based on satisfaction of performance goals established by the Committee, and performance units are awards that provide for the payment of cash based on the satisfaction of performance goals established by the Committee.

The Committee may make positive or negative adjustments to performance award payments to reflect individual job performance or other factors. At its discretion, the Committee may provide for the payment of dividend equivalents (which will be subject to the same restrictions and risks of forfeiture as the underlying award) with respect to cash dividends paid on the Company’s common stock to a participant awarded performance shares. The Committee may provide for performance award payments in lump sums or installments. If any payment is to be made on a deferred basis, the Committee may provide for the payment of dividend equivalents or interest during the deferral period.

PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

IN THE SHARE RESERVE BY 22,950,000 SHARES

Deferred Compensation Awards

The Restated 2023 LTIP authorizes the Committee to establish a deferred compensation award program, under which, participants designated by the Committee who are officers, non-employee directors or members of a select group of highly compensated employees may elect to receive an award of deferred stock units, in lieu of compensation otherwise payable in cash or in lieu of cash or shares of common stock issuable upon settlement of restricted stock units, performance shares or performance unit awards. Each such stock unit represents a right to receive one share of common stock at a future date determined in accordance with the participant’s award agreement. Deferred stock units are settled by distribution to the participant of a number of whole shares of common stock equal to the number of stock units subject to the award upon the earlier of the date on which the participant separates from service or a specific date or event elected by the participant at the time of his or her election to receive the deferred stock unit award. A holder of deferred stock units has no voting rights or other rights as a stockholder until shares of common stock are issued to the participant in settlement of the deferred stock units. However, participants holding deferred stock units may receive dividend equivalents credited in the form of additional stock units as determined by the Committee. Prior to settlement, deferred stock units may not be assigned or transferred other than by will or the laws of descent and distribution, or pursuant to a domestic relations order.

Other Stock-Based Awards

The Restated 2023 LTIP permits the Committee to grant other awards based on the Company’s stock or based on dividends paid on its stock. Participants have no voting rights or rights to receive cash dividends with respect to other awards until shares of common stock are issued in settlement of such awards. At its discretion, the Committee may provide for the payment of dividend equivalents (which will be subject to the same restrictions and risks of forfeiture as the underlying award) with respect to cash dividends paid on the Company’s common stock that are subject to such awards.

Adjustments Upon Certain Corporate Events

In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, the Restated 2023 LTIP provides for appropriate adjustments in (i) the maximum number and class of shares subject to the Restated 2023 LTIP and to any outstanding awards, and (ii) the exercise price per share of any outstanding awards. Any fractional share resulting from an adjustment is rounded down to the nearest whole number, and at no time will the exercise price of any stock option or stock appreciation right be decreased to an amount less than par value of the stock subject to the award.

Change in Control. Unless otherwise provided in the stock award agreement, any other written agreement between the Company or any of its affiliates and the participant, or in any director compensation policy of the Company, in the event of a change in control outstanding stock awards may be assumed, continued or substituted for by any surviving or acquiring entity (or its parent company). If the surviving or acquiring entity (or its parent company) elects not to assume, continue or substitute for such stock awards, then subject to consummation of the change in control (i) with respect to any such stock awards that are held by individuals whose continuous service has not terminated prior to the effective date of the change in control, the vesting and exercisability provisions of such stock awards will be accelerated in full (and with respect to any performance stock awards, vesting will be deemed satisfied at either 100% of the target level or at such applicable vesting level based on the applicable level of achievement of performance goals through the date of the change in control or a specified date that is within ten (10) days prior to the change in control) and such awards will terminate if not exercised (if applicable) prior to the effective date of the change in control, and (ii) with respect to any stock awards that are held by individuals whose continuous service has terminated prior to the effective date of the change in control, the vesting and exercisability provisions of such stock awards will not be accelerated and such awards will terminate if not exercised (if applicable) prior to the effective date of the change in control (except that any reacquisition or repurchase rights held by the Company with respect to such stock awards shall not terminate and may continue to be exercised notwithstanding the change in control).

The Committee may also provide in the event of consummation of a change in control in which the outstanding stock awards are not assumed, continued or substituted by any surviving or acquiring entity (such that the stock awards will terminate upon the occurrence of the change in control), then with respect to any such stock awards that are held by individuals whose continuous service has not terminated prior to the effective date of the change in control, that the holder of such stock award will receive a payment, if any, equal to the excess of the value of the property the participant would have received upon exercise or settlement of the stock award over the exercise or purchase price (if any) otherwise payable in connection with the stock award.

In the event of a change in control where stock awards are assumed, continued or substituted, the Committee may provide in any award agreement for the lapsing of vesting conditions or restrictions, restriction periods, performance goals or other limitations applicable to the stock subject to such award held by a participant who has a qualified termination of service following the change in control.

A stock award may be subject to additional acceleration of vesting and exercisability upon or after a change in control, as provided in the stock award agreement, in any other written agreement between the Company or any affiliate of the Company and the participant, or in any director compensation policy of the Company.

PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE​

IN THE SHARE RESERVE BY 22,950,000 SHARES​

Duration, Amendment and Termination

The Committee may amend or terminate the Restated 2023 LTIP at any time. Incentive stock option awards will not be granted under the Restated 2023 LTIP later than the tenth anniversary of the date the 2023 LTIP was approved by the Committee. No amendment authorized by the Committee will be effective unless approved by the stockholders of the Company if the amendment would (1) increase the number of shares reserved under the Restated 2023 LTIP; (2) change the class of persons eligible to receive incentive stock options; (3) reprice any stock option or stock appreciation right (see “Repricing and Reload Options Prohibited”) or (4) modify the Restated 2023 LTIP in any other way that requires stockholder approval under applicable law.

New Plan Benefits

The Company has not approved any awards that are conditioned on stockholder approval of the Restated 2023 LTIP proposal except the grants of annual meeting awards to our non-employee directors as described under “Director Compensation,” which grants will automatically be made under the Restated 2023 LTIP instead of the 2023 LTIP subject to stockholder approval of this Proposal. The Company cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to executive officers and employees (including employee directors) under the Restated 2023 LTIP because the Company’s equity award grants are discretionary in nature.

2023 LTIP Benefits

The following table shows, for each of the individuals and the various groups indicated, the number of shares of our common stock subject to awards that have been granted (even if not currently outstanding) under the 2023 LTIP since its initial approval by our stockholders in March 2023 through December 15, 2024. The number of performance shares that were subject to past awards and the number of performance shares that are outstanding at December 15, 2024 reflect the maximum number of shares that could be earned based on satisfaction of the applicable performance goals.

PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

IN THE SHARE RESERVE BY 22,950,000 SHARES

​

1

No options or other awards were granted to associates of any of our directors, executive officers or director nominees. Additionally, no other person received 5% of the options or awards under the 2023 LTIP.

​

2

Amount includes 3,060 fully vested deferred stock units granted to non-employee directors in lieu of their annual cash retainer granted under the non-employee director compensation program.

​

3

Includes accrued dividend equivalents.

​

United States Federal Income Tax Information

The following discussion is intended to be a general summary only of the federal income tax aspects of awards granted under the Restated 2023 LTIP and not of state or local taxes that may apply to awards under the Restated 2023 LTIP. Tax consequences may vary depending on particular circumstances, and administrative and judicial interpretations of the application of the federal income tax laws are subject to change. Participants in the Restated 2023 LTIP who are residents of or are employed in a country other than the United States may be subject to taxation in accordance with the tax laws of that particular country in addition to or in lieu of United States federal income taxes. This discussion is based on the provisions of the Code in effect at the time this summary was drafted for inclusion in this proxy statement. It does not include a discussion of or anticipate changes that may become effective or be implemented after December 31, 2024. Subsequent developments in the U.S. federal income tax law could have a material effect on the U.S. federal income tax consequences of awards granted under the Restated 2023 LTIP.

Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness, the limitations of Section 162(m) of the Code and the satisfaction of our tax reporting obligations. Section 162(m) may limit the deductibility of compensation paid to our chief executive officer and to each of our other “covered employees” under Section 162(m). Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible by us only to the extent that it does not exceed $1,000,000 or an exemption from such deduction limitation is applicable and available. The exemption from Section 162(m)’s deduction limit for performance-based compensation was repealed, generally effective for taxable years beginning after December 31, 2017, such that any awards granted under the Restated 2023 LTIP are not eligible to qualify for any exemption from such deduction limitation. The Committee reserves the right to grant awards under the Restated 2023 LTIP that result in compensation to our covered employees in excess of the $1,000,000 Section 162(m) deduction limitation.

Incentive Stock Options. An optionee recognizes no taxable income for regular income tax purposes as the result of the grant or exercise of an incentive stock option. Optionees who do not dispose of their shares for at least two years following the date the incentive stock option was granted or within one year following the exercise of the option normally will recognize a long-term capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies both such holding periods upon a sale of the shares, the Company will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares either within two years after the date of grant or within one year from the date of exercise (referred to as a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be treated as a capital gain. If a loss is recognized, it will be a capital loss. A capital gain or loss will be long-term if the optionee’s holding period is more than 12 months. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by the Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code or the regulations thereunder. The difference between the option exercise price and

PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE​

IN THE SHARE RESERVE BY 22,950,000 SHARES​

the fair market value of the shares on the exercise date of an incentive stock option is an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax, which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.

Nonstatutory Stock Options and Stock Appreciation Rights. Nonstatutory stock options and stock appreciation rights have no special tax status. A holder of these awards generally does not recognize taxable income as the result of the grant of such award. Upon exercise of a nonstatutory stock option or stock appreciation right, the holder normally recognizes ordinary income in an amount equal to the difference between the exercise price and the fair market value of the shares on the exercise date. If the holder is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option or stock appreciation right, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. A capital gain or loss will be long-term if the holding period of the shares is more than 12 months. The Company generally is entitled to a deduction equal to the amount of ordinary income recognized by the optionee as a result of the exercise of a nonstatutory stock option or stock appreciation right, except to the extent such deduction is limited by applicable provisions of the Code or the regulations thereunder. No tax deduction is available to the Company with respect to the grant of a nonstatutory stock option or stock appreciation right or the sale of the stock acquired pursuant to such grant.

Restricted Stock. A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the “determination date.” The determination date is the date on which the participant acquires the shares unless the shares are subject to a substantial risk of forfeiture and are not transferable, in which case the determination date is the earlier of (i) the date on which the shares become transferable or (ii) the date on which the shares are no longer subject to a substantial risk of forfeiture. If the determination date is after the date on which the participant acquires the shares, the participant may elect, pursuant to Section 83(b) of the Code, to have the date of acquisition be the determination date by filing an election with the Internal Revenue Service (IRS) no later than 30 days after the date on which the shares are acquired. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the determination date, will be taxed as capital gain or loss. The Company generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

Performance Shares, Performance Units and Restricted Stock Unit Awards. A participant generally will recognize no income upon the receipt of a performance share, performance unit or restricted stock unit award. Upon the settlement of such an award, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any substantially vested shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. If the participant receives shares of restricted stock, the participant generally will be taxed in the same manner as described under “Restricted Stock.” Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the determination date (as defined under “Restricted Stock”), will be taxed as capital gain or loss. The Company generally is entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

Deferred Compensation Awards. A participant generally will recognize no income upon the receipt of a deferred compensation award. Upon the settlement of the award, the participant normally will recognize ordinary income in the year of settlement in an amount equal to the fair market value of the shares received. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the date they were transferred to the participant, will be taxed as capital gain or loss. The Company generally is entitled to a deduction equal to the amount of ordinary income recognized by the participant, except to the extent such deduction is limited by applicable provisions of the Code. Deferred compensation awards, when granted, would generally be subject to the requirements of Section 409A of the Code, which would impose certain restrictions on the timing and form of payment of deferred compensation.

PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

IN THE SHARE RESERVE BY 22,950,000 SHARES

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information regarding outstanding equity awards and shares reserved for future issuance under our equity compensation plans as of September 29, 2024 (number of shares in millions):

​

1

Weighted Average Exercise Price of Outstanding Options does not include outstanding performance stock units, time-based restricted stock units, and deferred stock units, all of which were granted under equity compensation plans approved by stockholders.

​

2

Consists of three Company plans: the 2023 LTIP, the 2016 LTIP and the Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan, as amended (ESPP).

​

3

Consists of equity compensation plans assumed in connection with mergers and acquisitions.

​

4

Includes approximately 31 million shares that may be issued pursuant to performance stock units, time-based restricted stock units, deferred stock units, and stock options granted under the 2023 LTIP and the 2016 LTIP. The performance stock units include the maximum number of shares that may be issued. Includes 82,000 stock options and 1,000 restricted stock units deemed granted under the 2016 LTIP to implement the assumption and conversion of the NuVia stock options and restricted stock units in connection with the acquisition of NuVia in March 2021.

​

5

Includes approximately 75 million shares available under the 2023 LTIP and approximately 15 million shares available under the ESPP.

​

REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote on this proposal, they will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum, but will not have any effect on the outcome of the proposal.

Should stockholder approval not be obtained, the Restated 2023 LTIP will not be implemented, and the 2023 LTIP will continue in effect pursuant to its current terms. However, the shares reserved for issuance under the 2023 LTIP will be depleted and the Company will not achieve its intended objectives of helping to attract and retain employees.

The Board believes that the proposed Restated 2023 LTIP is in the best interests of the Company and its stockholders for the reasons stated above.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE IN THE SHARE RESERVE BY 22,950,000 SHARES.

PROPOSAL 5: STOCKHOLDER PROPOSAL — PROTECT RETIREMENT BENEFITS

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, has notified us that he intends to present the following proposal for consideration at the Annual Meeting. We have been advised that Mr. Chevedden has owned at least 20 shares of our common stock since at least August 1, 2021. In accordance with SEC rules, we have included below the text of the proposal and supporting statement as submitted to us by Mr. Chevedden. We are not responsible for the content of the proposal or the supporting statement or any inaccuracies they may contain.

The stockholder proposal is required to be voted upon at the Annual Meeting only if properly presented at the Annual Meeting.

As discussed in the Company’s Statement in Opposition below, our Board unanimously recommends a vote “AGAINST” this proposal.

STOCKHOLDER PROPOSAL

Proposal 5 — Protect Retirement Benefits

WHEREAS: Greenhouse gas emissions and the resulting warming are causing significant, deleterious consequences for the global economy. Those harms are predicted to grow. Prior studies estimate that unmitigated climate change will cut the world economy by $23 trillion by 2050; a recent study indicates that the long-term costs may be six times higher than previously estimated.1, 2

These effects will have a particularly significant impact on workers saving for retirement. Retirement plan beneficiaries have long investment horizons, and “[t]he longer term the investment horizon, the more likely it is that climate will not only be a material risk, but the most material risk.”3 Climate portfolio risk to retirement plans will be difficult to mitigate. An International Finance Corporation report concludes that “the traditional way of managing risk through a shift in asset allocation into increased holdings of more conservative, lower risk, lower return, asset classes may do little to offset climate risks.”4

While our Company has taken actions to address its operational greenhouse gas emissions,5 it has not acted to meaningfully address the emissions generated by its retirement plan investments. The plan’s most popular option by assets invested is the Vanguard Target Retirement Funds series. The funds in this series account for 29% of plan assets.6 These funds invest heavily in high-carbon companies and companies contributing to deforestation.7

High-carbon and deforestation-risk retirement plan investments are especially perverse when viewed from the perspective of younger workers with longer term investment time horizons.8 Such investments help fuel the climate crisis and lock in future temperature increases, making worst-case economic scenarios more likely. The retirement savings of younger workers will therefore suffer relatively higher impact from climate-related declines in global GDP than older workers’ retirement savings. Many of the anticipated financial costs of climate change are already being experienced by Qualcomm employees. A recent report found that Qualcomm 401(k) participants could have earned an estimated $245 million in additional returns if the plan had not been invested in fossil fuels over the past ten years.9

The Company’s high carbon retirement plan may also contribute to difficulty in worker recruitment and retention, as polling indicates employee demand for responsible retirement options.10

Federal law requires that retirement plan fiduciaries act in beneficiaries’ best interests and ensure prudence of the plan’s investments. Recent regulatory amendments have confirmed that managing material climate risk is an appropriate consideration for retirement plan fiduciaries.11 The Company can best ensure that it is meeting its obligations to employees — especially younger employees — by appropriately mitigating climate risk in its retirement plan investments.

1

https://www.nytimes.com/2021/04/22/climate/climate-change-economy.html

​

2

https://www.ucl.ac.uk/news/2021/sep/economic-cost-climate-change-couId-be-six-times-higher-previously-thought

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3

https://www.plansponsor.com/in-depth/climate-change-benchmarking-risk-retirement-plans/

​

4

https://www.calpers.ca.gov/docs/forms-publications/mercer-asset-allocation-report.pdf, p.2

​

5

https://www.qualcomm.com/company/corporate-responsibility/operating-sustainably

​

6

https://investyourvalues.org/retirement-plans/qualcomm

​

7

https://investyourvalues.org/retirement-plans/qualcomm

​

8

https://www.bloomberg.com/news/features/2022-10-20/how-to-purge-fossil-fuel-investments-from-your-401-k-or-ira#xj4y7vzkg

​

9

https://www.asyousow.org/reports/the-impact-of-energy-sector-investments-on-the-financial-value-of-tech-401ks

​

10

https://www.benefitnews.com/news/employees-want-retirement-plans-to-include-esg-investing

​

11

https://www.federalregister.gov/documents/2022/12/01/2022-25783/prudence-and-loyalty-in-selecting-plan-investments-and-exercising-shareholder-rights

​

PROPOSAL 5: STOCKHOLDER PROPOSAL — PROTECT RETIREMENT BENEFITS

BE IT RESOLVED: Shareholders request Qualcomm publish a report disclosing if and how the Company is protecting retirement plan beneficiaries — especially those with a longer investment time horizon — from increased future portfolio risk created by present-day investments in high-carbon companies.

THE COMPANY’S STATEMENT IN OPPOSITION TO PROPOSAL 5

The Board of Directors has considered this proposal and concluded that its adoption is unnecessary and not in the best interests of our stockholders. For the reasons stated below, the Board believes that publication of the requested report would not provide any meaningful additional information to our stockholders, would not do more to protect 401(k) plan participants, would not have any meaningful impact on employee recruitment or retention and, therefore, would be an unnecessary and unwise use of Company resources.

Accordingly, the Board recommends a vote “AGAINST” this proposal.

Our 401(k) plan offers participants a diverse array of investment options, including a self-directed brokerage account that allows participants to choose ESG-related investments. Providing a well-designed 401(k) plan is an extension of our benefits philosophy to support our employees and their families’ physical, financial, and emotional well-being, including helping to reach their retirement goals. Our 401(k) plan provides participants with a variety of investment options, including target retirement trusts, index-based funds, a stable value fund, actively managed funds, and a self-directed brokerage option that gives participants access to individual stocks, bonds, mutual funds from hundreds of fund families, and exchange-traded funds. Investment managers (or their subadvisors) of the funds offered by our 401(k) plan, including Vanguard, are signatories of the UN Principles for Responsible Investment, and already incorporate ESG factors into their investment process and practices to varying extents. In addition, our 401(k) plan’s self-directed brokerage account option enables participants to invest according to their personal investment goals, including ESG strategies, and provides access to an array of ESG-themed investment opportunities. As a result, plan participants already have the ability to invest their plan accounts according to their personal preferences, which may include a focus on mitigating climate risk, if so desired by the plan participant.

Our 401(k) plan’s fiduciaries are legally required to select investment options solely in the interests of plan participants and beneficiaries, based on relevant risk-return factors appropriate to long-term retirement savings. As is customary for large retirement plans, a management-level committee (the “401(k) Committee”) serves as our 401(k) plan’s fiduciary. The 401(k) Committee is responsible for selecting the 401(k) plan’s investment options and operates in accordance with the fiduciary requirements imposed by the Employee Retirement Income Security Act of 1974 (ERISA), as implemented by U.S. Department of Labor (DOL) regulations and guidance. The DOL’s investment duties regulation mandates that an ERISA retirement plan fiduciary select investment options based on factors the fiduciary “reasonably determines are relevant to a risk and return analysis.” This may include the economic, risk and return effects of climate change or carbon emissions on a particular investment. However, the law provides that a fiduciary may not sacrifice the interest of Plan participants’ retirement income or other financial benefits by compromising investment returns or taking on additional investment risks to promote unrelated benefits or goals. By focusing too narrowly on climate risks, the proposal risks putting undue pressure on the 401(k) Committee to make decisions that are not in the best interests of plan participants. The 401(k) Committee, with the assistance of professional third-party advisers, will continue to evaluate the 401(k) plan offerings and monitor performance in accordance with its fiduciary duties under applicable law.

REQUIRED VOTE AND BOARD RECOMMENDATION

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote on this proposal, they will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the existence of a quorum but will not have any effect on the outcome of the proposal.