Broadcom (AVGO) DEF 14ADefinitive proxy

 

Your vote is important. Holders of common stock at the close of business on February 7, 2022 (the “Record Date”) are entitled to vote at the Annual Meeting. Regardless of whether you plan to participate in the Annual Meeting, we hope you will vote as soon as possible using one of the following methods:

Our Fiscal Year 2021 performance continued to be strong despite the on-going COVID-19 pandemic and disruption in normal business activities. Our financial results highlights* for Fiscal Year 2021 include increases in:

Our five-year total stockholder return (“TSR”) performance, based on an investment of $100 in Broadcom common stock on the last trading day of our fiscal year 2016, has been very strong on both an absolute and relative basis. Although our one-year TSR increased significantly, we believe long-term TSR is a more relevant measure, as our stock price over short periods is impacted by market volatility and macroeconomic events unrelated to our underlying performance.

As illustrated in the graph below:

We are committed to strong corporate governance. Our Board has adopted a Code of Ethics and Business Conduct (the “Code of Ethics”) that is applicable to all members of our Board, employees, including our President and CEO and Chief Financial Officer (“CFO”), and contractors. Our Code of Ethics guides us in how we conduct our business and work with each other, and reflects our values, standards and expectations. Any amendments to or waivers given to our executive officers or directors under the Code of Ethics will be disclosed on our website to the extent required under the applicable Securities and Exchange Commission (“SEC”) rules.

A copy of the Code of Ethics is available in the “Investor Center—Corporate Governance—Documents” section of our website or upon request to: Investor Relations, Broadcom Inc., 1320 Ridder Park Drive, San Jose, California 95131

Our Board has adopted the Corporate Governance Guidelines that covers various topics relating to our Board and its activities. A copy of the Corporate Governance Guidelines is available in the “Investor Center—Corporate Governance—Documents” section of our website or upon request to: Investor Relations, Broadcom Inc., 1320 Ridder Park Drive, San Jose, California 95131.

Some of the governance best practices included in the Corporate Governance Guidelines are as follows:

Based on competitive market data and after consultation with the Compensation Committee’s independent compensation consultants, the stock ownership guidelines for our non-employee directors and executive officers are as follows:

Our non-employee directors and executive officers are expected to satisfy the applicable guidelines within five years of the date on which they become a director or an executive officer and to hold at least such minimum value in shares of common stock while they remain a director or an executive officer.

Shares of common stock held in a trust or other estate-planning vehicle established by a non-employee director or an executive officer, which they beneficially own under SEC rules, count toward achieving the applicable level of stock ownership. Outstanding service-based RSU awards and PSU awards for which the performance criteria have been met count toward achieving the applicable level of stock ownership at a rate of 100%. Shares subject to outstanding stock options awards do not count towards achieving the applicable stock ownership level.

As of the Record Date, all of our executive officers and non-employee directors had achieved the level of stock ownership set forth under the guidelines.

Our insider trading policy prohibits our directors and employees, including our executive officers, from hedging or pledging our securities, making short sales or trading in derivative securities related to our securities.

Our Board is actively involved in the CEO and senior management succession planning. Our Board reviews the succession plan and potential successors to the CEO and senior management at least bi-annually. Our Board, with our CEO and Vice President of Human Resources, regularly discuss and review the composition of senior management, the qualifications and experience of the potential successors, and the development priorities and achievements of the potential successors. Our Board also engages with the potential internal candidates at least annually at Board meetings and in less formal settings.

Our Board has developed a CEO succession plan, both on an interim and a longer-term basis. The interim plan would utilize internal candidates and become effective in the event our CEO unexpectedly becomes unable to perform his duties, in order to minimize potential disruption or loss of continuity to the business and operations. The longer-term CEO succession plan is also currently focused on the development of internal candidates, as well as on maintaining business and operational continuity.

Our Board, through the Nominating, Environmental, Social and Governance Committee (“NESG Committee”), oversees our environment, climate, diversity and inclusion, human rights and governance (“ESG”) matters, including our corporate social responsibility and sustainability program and initiatives. The NESG Committee receives quarterly updates from management on ESG matters and regularly updates the Board.

In February 2022, we published our annual Environmental, Social and Governance Report for Fiscal Year 2021 (the “ESG Report”). In our ESG Report, we discuss our Fiscal Year 2021 ESG program and initiatives, including our products that help our customers with sustainability, our human rights program within our supply chain, our talented and dedicated workforce, and our environmental impact. We prepared our ESG Report leveraging the Global Reporting Initiative (GRI) Sustainability Reporting Standards (core option), the Sustainability Accounting Standards Board (SASB) Semiconductors and Software & IT Services Industry Standards and the framework developed by the Task Force on Climate-Related

Financial Disclosures (TCFD). Our ESG Report is reviewed by the full Board. For more information regarding our corporate social responsibility and sustainability program and initiatives, see our ESG Report on the Citizenship and the Investor Center sections of our website. Our ESG Report and website are not part of or incorporated by reference into the Proxy Statement.

We recognize the importance of actively engaging with and understanding the concerns of our stockholders. Our Lead Independent Director and chairperson of the Compensation Committee, together with members of management, annually engage with our stockholders in a robust stockholder engagement program.

Following the 2021 annual meeting and continuing into Fiscal Year 2022, we continued to meet with our stockholders to discuss the progress of our ESG corporate social responsibility and sustainability program and initiatives.

You may communicate with our Board at the following address:

Communications are distributed to our Board or to any individual director, as appropriate, depending on the facts and circumstances outlined in the communication. Communications that are unduly hostile, threatening, illegal or similarly unsuitable will be excluded, but will be made available to any director upon request.

Our Board oversees the conduct of our business by our senior management, provides guidance on our strategic and business planning processes, is principally responsible for the succession planning for our key executives, including our CEO, and ensures that the long-term interests of stockholders are being served.

Our Board annually reviews the independence of each director and nominee and considers whether such individual has a material relationship with Broadcom that could compromise their ability to exercise independent judgment in carrying out their responsibilities. For the purposes of assessing a director’s independence, our Board reviewed transactions and relationships between Broadcom and an entity where a director or nominee serves as a director and/or is the beneficial owner, directly or indirectly, of such entity, or where a director or nominee for director serves on a non-employee advisory board of, or in a non-employee advisory capacity to, such an entity.

While Dr. Samueli is now considered independent under the Nasdaq Stock Market (“Nasdaq”) listing standards, Dr. Samueli would not be deemed independent until December 2023 under Institutional Shareholder Services (ISS) and Glass Lewis proxy voting policies. Accordingly, our Board has determined that Messrs. Fernandez, Hartenstein, Low and You and Mses. Bryant, Delly and Page, representing seven of our nine director nominees, are currently “independent directors.”

Our Board currently believes that Broadcom and its stockholders are best served by a Board leadership structure in which the roles of the CEO and the Chairman of the Board are held by different individuals, and that there be a Lead Independent Director if the Chairman is not independent. Under this structure our CEO is generally responsible for setting the strategic direction of Broadcom and for the day-to-day management of our operations. The independent Chairman or the Lead Independent Director, as applicable, provides strong independent leadership to assist our Board in fulfilling its oversight role of management and our risk management practices, approves the agenda for Board meetings and presides over Board meetings and over the meetings of our independent directors in executive session. Our Board annually reviews its leadership structure to determine whether it continues to best serve Broadcom and its stockholders. Currently, Mr. Tan serves as our President and CEO, Dr. Samueli serves as our Chairman of the Board and Mr. Hartenstein serves as our Lead Independent Director. As a result of the review, our Board has decided that the current leadership structure and division of responsibilities should be continued.

In accordance with our Corporate Governance Guidelines, our Board seeks individuals to serve as directors who have the highest personal and professional integrity, demonstrated exceptional ability and judgment, and diversity of skills, experience and background appropriate for the business and operations of Broadcom.

When evaluating director candidates, the NESG Committee seeks to ensure that our Board has the requisite skills, experience and expertise, and that our Board consist of persons with appropriately diverse and independent backgrounds.

The NESG Committee will consider all aspects of a candidate’s qualifications in the context of the needs of Broadcom, including:

The NESG Committee will consider nominee recommendations from its members, other Board members and members of our management, as well as nominees recommended by our stockholders. The NESG Committee has from time to time also engaged third-party search firms to assist in identifying and evaluating possible candidates.

Our Board held 11 meetings during Fiscal Year 2021 and our independent directors met at regularly scheduled executive sessions without management present. Each director attended at least 75% of the aggregate number of meetings of our Board and all committees of our Board on which the director served during Fiscal Year 2021. Our Corporate Governance Guidelines provide that each director is expected to attend the annual meetings of our stockholders. All of our directors attended the annual meeting in April 2021.

Our Board believes that evaluating Broadcom’s most critical risks is one of its most important areas of oversight. Our Board regularly reviews and discusses with management risks related to operations, liquidity, credit, cybersecurity, climate/environment, compensation programs, workforce retention and senior management succession.

In addition, each committee is responsible for the oversight of specific areas of risk and report regularly to our Board on matters relating to those risks. Management reports, at least annually, on our risks and risk management practices to the relevant committees and the full Board.

Our Board is actively involved in overseeing our data privacy and information technology risk management, with increased oversight on cybersecurity. Our management reviews with the Audit Committee our data privacy and information

technology security policies, practices and protective measures, current and projected threats to our data privacy and information security, cybersecurity incidents and related risks. The Audit Committee and management at least quarterly update our Board on our cybersecurity performance and risk profile, and the effectiveness of our security processes.

During the COVID-19 pandemic, the Audit Committee and management have been focused on ensuring that we have secure remote access with trusted devices, endpoint security controls and infrastructure resiliency. As part of this process, we enhanced our security incident response procedures to address risks specific to remote working conditions. We continue to improve our security posture with process improvement, testing and investments where necessary.

Based upon this risk assessment, the Compensation Committee concluded that our compensation program does not encourage unnecessary or excessive risk-taking, and is not reasonably likely to have a material adverse effect on Broadcom. Meridian Compensation Partners, LLC (“Meridian”), the Compensation Committee’s independent consultants beginning in Fiscal Year 2022, reviewed the risk assessment and supports the Compensation Committee’s conclusion.

Our Board has the following committees: Audit Committee, Compensation Committee, NESG Committee and Executive Committee. The Audit Committee, the Compensation Committee and the NESG Committee operate under a charter that satisfies the applicable standards of the SEC and Nasdaq. The charters for all four committees are available in the “Investor Center—Corporate Governance—Documents” section of our website. Stockholders may also request a copy from Investor Relations, Broadcom Inc., 1320 Ridder Park Drive, San Jose, California 95131.

Each member of the Audit Committee is independent in accordance with the audit committee independence requirements under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mses. Delly and Page and Mr. You are audit committee financial experts under applicable SEC rules and have the requisite financial sophistication required by applicable Nasdaq rules.

Each member of the Compensation Committee is independent in accordance with the compensation committee independence requirements under the applicable rules and regulations of the SEC and Nasdaq and is a non-employee director within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The current members of the Compensation Committee, Ms. Bryant and Messrs. Hartenstein, Low and You, are not and have never been officers or employees of Broadcom. During Fiscal Year 2021, none of our executive officers served on the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or the Compensation Committee.

Each member of the NESG Committee is independent in accordance with the applicable Nasdaq rules and regulations.

The Executive Committee is comprised of our CEO, the Chairman of the Board and such other directors as our Board appoints.

On an annual basis, the Compensation Committee reviews our non-employee director compensation, with input from its independent compensation consultant regarding market practice and the competitiveness of our non-employee director compensation. Our Board approves any changes to our non-employee director compensation, taking into consideration the recommendations of the Compensation Committee and based on its own review. Our non-employee directors receive cash and equity compensation in consideration for their service on our Board, as set forth in more detail below, but do not receive any non-equity incentive compensation or participate in any company pension plan or deferred compensation plan.

Dr. Samueli has declined all compensation, including equity awards, for his service on our Board and as its Chairman. However, we provide Dr. Samueli with access to office space and administrative support in connection with the discharge of his duties as Chairman. The unvested equity awards that we previously granted to Dr. Samueli during his tenure as an employee of Broadcom continue to vest, subject to the terms and conditions of the awards. We also do not compensate Mr. Tan for his service on our Board or any committee of our Board.

Our non-employee directors are entitled to receive the following annual cash compensation, payable quarterly:

In addition, we reimburse or pay non-employee directors for travel and other out-of-pocket expenses related to their attendance at Board and committee meetings, the annual meeting of stockholders and other Board-related travel undertaken at our request.

Our non-employee directors also receive the following equity awards:

To determine the number of shares of common stock granted pursuant to such awards, the value of the award is divided by the average of our per share closing market prices quoted on the Nasdaq Global Select Market, over the 30 calendar days immediately preceding the grant date. These service-based RSU awards vest in full on the earlier of (i) the first anniversary of the grant date or (ii) the date on which the annual meeting of stockholders immediately following the grant date is held, subject to the director’s continued service on our Board.

The following table sets forth information regarding compensation earned by our non-employee directors during Fiscal Year 2021.

Our Board is comprised of nine directors and our directors are elected each year at the annual meeting of stockholders. Upon the recommendation of the NESG Committee, our Board nominated the nine individuals below for election as directors, all of whom are currently directors. Our Board expects that each of the director nominees will be available to serve as a director. Stockholders may not vote their proxies for a greater number of persons than the number of nominees named below.

In the event a director nominee resigns or otherwise becomes unwilling or unable to serve after the mailing of the Internet Notice but before the Annual Meeting, our intention would be to make a public announcement of such resignation and either reduce the size of our Board or appoint a substitute nominee, in accordance with our Amended and Restated Bylaws (the “Bylaws”). If we reduce the size of our Board, this would reduce the number of nominees to be elected at the Annual Meeting. Votes received in respect of such director would not be counted in such circumstances. In the event that we instead propose to elect a substitute nominee at the Annual Meeting to fill any such vacancy, it is intended that the shares represented by the proxy will be voted for such substitute nominee.

Our Board believes that each director nominee has the experience, qualification, personal and professional integrity, and diversity of background and understands our business and industry. After careful consideration, our Board believes that each director nominee has demonstrated the willingness and the ability to dedicate adequate time and attention to fulfill the responsibilities required as a director and that the service with other public companies does not and will not impact service on our Board. We also believe that the director nominees together have the skills and experience to form a board that is well suited to oversee the risks and opportunities facing Broadcom.

The biographical information of each director nominee provided below is as of February 7, 2022.

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent auditors retained to audit our consolidated financial statements. The Audit Committee has re-appointed PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for Fiscal Year 2022. Our Board and the Audit Committee believe that the continued retention of PwC is in the best interests of Broadcom and our stockholders. We expect a representative from PwC to be present at the Annual Meeting. This representative will have the opportunity to make a statement if the representative so desires and is expected to be available to respond to appropriate questions.

Our stockholders are not required to ratify the appointment of PwC as our independent auditors. However, we are submitting the appointment of PwC to our stockholders for ratification as a matter of good corporate practice. In the event of a negative vote, the Audit Committee will reconsider whether or not to continue to retain PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of Broadcom and our stockholders.

Set forth below are the fees for all services rendered by PwC to Broadcom for Fiscal Years 2021 and 2020.

In considering the nature of the services provided by PwC, the Audit Committee determined that the provision of these services is compatible with maintaining the independence of PwC. The Audit Committee discussed these services with PwC and our management to determine that they are permitted under the rules and regulation concerning independent registered public accounting firms’ independence promulgated by the SEC, as well as by the American Institute of Certified Public Accountants.

Other than as stated above, no fees were billed to Broadcom by PwC for Fiscal Years 2021 and 2020.

All engagements with our independent registered public accounting firm, regardless of amount, must be authorized in advance by the Audit Committee. The Audit Committee has delegated its pre-approval authority to the Chairperson of the Audit Committee, provided that any matters approved in such manner are presented to the Audit Committee at its next regularly scheduled meeting. Pursuant to the charter of the Audit Committee, committee approval of non-audit services (other than review and attest services) is not required, if such services fall within available exceptions established by the SEC. However, to date, the Audit Committee’s policy has been to approve all services provided by our independent registered public accounting firm. The independent registered public accounting firm and our management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with the Audit Committee’s pre-approval and the fees for the services performed to date.

During Fiscal Years 2021 and 2020, all services provided to Broadcom by PwC were pre-approved by the Audit Committee.

For Fiscal Year 2021, we increased revenue by 15% and operating income by 112%, and our total shareholder return increased by nearly 57%. We believe the compensation paid to our NEOs for Fiscal Year 2021 appropriately reflects and rewards our executive officers’ contributions to Broadcom’s strong performance despite the on-going COVID-19 pandemic and the continued disruption in normal business activities, including the ongoing supply chain constraints, and is aligned with the long-term interests of our stockholders. Consistent with our previous commitment, we did not grant regular annual equity incentive awards to Ms. Spears, Messrs. Brazeal and Krause, and Dr. Kawwas in Fiscal Year 2021 because they were granted multi-year equity awards in January 2019.

Stockholders are being asked to approve the following resolution:

While the vote on this resolution is advisory and not binding, the Compensation Committee and our Board values input from stockholders and will consider the outcome of the vote on this resolution when considering future executive compensation decisions.

Our NEOs for Fiscal Year 2021 were:

Despite the on-going COVID-19 pandemic and challenges to our business, our Fiscal Year 2021 performance continued to be strong. Our executive compensation program is structured around the achievement of near-term financial and operational targets and longer-term business objectives and strategies. We believe in rewarding excellent performance and reflecting underperformance, if that occurs. We seek to closely align our executive officers’ interests with those of our stockholders and, accordingly, allocate a significant portion of our executives’ compensation opportunity to RSUs, the value of which fluctuates based on our stock price, and other performance-based compensation, which is dependent on our TSR performance relative to that of our peers and our financial performance.

Our Fiscal Year 2021 financial results highlights* include increases in:

As Illustrated in the graph below:

During Fiscal Year 2021, our Lead Independent Director and chairperson of the Compensation Committee, along with our Chairman of the Board and members of management, engaged with our stockholders and obtained feedback on our executive compensation program. This resulted in discussions with our largest stockholders on a variety of executive compensation related topics, including the proposed amendment and restatement of our 2012 Plan, executive management promotions and long-term incentive compensation.

At the 2021 annual meeting, we submitted the compensation of our NEOs to a non-binding, advisory vote of our stockholders (the “say-on-pay proposal”). Stockholders representing 95% of the shares present and voting on the matter were in favor of the proposal. In light of this approval, the Compensation Committee did not make any significant changes to our executive compensation structure.

Payouts under the APB Plan were tied to challenging pre-established annual corporate and divisional performance goals, as well as the individual contributions and performance of each executive. The APB Plan payouts reflected the following considerations:

Ms. Spears, Dr. Kawwas and Mr. Krause were promoted and assumed broader responsibilities to ensure the long-term stability of our leadership and culture. Their new roles are CFO, Chief Operating Officer and President, Broadcom Software Group (which was previously known as the Infrastructure Software Group), respectively.

The Compensation Committee approved the following changes in recognition of the competitive talent market and the executives’ increased responsibilities.

There were no other increases to NEO base salaries or target bonus opportunities in Fiscal Year 2021. Further, Ms. Spears, Messrs. Brazeal and Krause and Dr. Kawwas were not granted regular annual equity incentive awards in Fiscal Year 2021 because of their previously granted 2019 Multi-Year Equity Awards.

The Compensation Committee believes that, in general, about half of our executive officers’, and more of our CEO’s, target total direct compensation should be dependent upon our performance. Accordingly, our executive compensation program is designed to reward our executive officers for producing sustainable growth in stockholder value consistent with our strategic plan, align their interests with the interests of our stockholders, and attract and retain top talent.

The following charts compare the Fiscal Year 2021 target total direct compensation for our CEO and our other NEOs. Target total direct compensation consists of (i) base salary, (ii) target STI through the APB Plan, and (iii) target LTI in the form of equity awards comprised of service-based RSU awards and PSU awards based on the fair market value of the awards on the grant date or the effective date, as the case may be. As shown in the charts below, approximately 95% of our NEOs’ target total direct compensation in Fiscal Year 2021 is comprised of variable compensation elements.

The CEO chart includes Mr. Tan’s Fiscal Year 2021 PSU award based on its fair market value on the December 15, 2020 effective date and assuming target performance.

The table below highlights our key executive compensation program governance practices.

Our executive compensation program is designed to achieve the following:

Equity awards are a long-term retention tool for our key executives. When granting equity awards or when recommending to the independent directors an equity award grant to our CEO, the Compensation Committee considers each executive’s level of experience and expertise and overall value to Broadcom, as well as how much vested and unvested equity the executive then holds.

The Compensation Committee has adopted a compensation philosophy that is designed to keep our executives’ target total direct compensation competitive with the compensation of executives in comparable positions at other companies in our compensation peer group and third-party market pay surveys. Generally, target total cash compensation falls below the median of the competitive market, but in combination with equity, target total direct compensation may be higher. The Compensation Committee bases its decisions on the needs of Broadcom and an executive’s level of sustained performance, expertise, experience, marketability and internal equitability.

While the Compensation Committee and our Board generally consider the accounting and tax implications of their executive compensation decisions, neither element has been a material consideration in the compensation awarded to our NEOs historically.

proposed amendment and restatement of our 2012 Plan, executive management promotions and long-term incentive compensation.

These stockholders indicated that they continue to be generally supportive of our executive compensation actions and decisions and program design. The feedback received from our stockholders was reported to both the Compensation Committee and the Board.

The Compensation Committee devotes significant time throughout the year to our executive compensation program to ensure that it aligns executive pay with corporate performance and incentivizes our executives to pursue corporate financial, operational and strategic goals that will create sustainable, long-term stockholder value.

This information helps the Compensation Committee and the independent directors to understand the long-term retentive elements and total compensation delivered to our executives.

Consistent with market practice, our CEO is compensated at a higher level than our other executives due to his higher level of responsibility, accountability and experience. Given Mr. Tan’s responsibility for our overall performance, the independent directors believe that compensating him at a higher level than our other executives and weighting his total compensation more heavily toward long-term, performance-based incentive compensation is consistent with market practice, appropriately reflects his contributions and directly aligns his incentives with the interests of our stockholders. Accordingly, Mr. Tan receives more of his target total direct compensation in the form of LTI compensation through PSU awards as compared to our other executives.

In Fiscal Year 2021, Compensia, Inc. (“Compensia”) provided consulting services to the Compensation Committee and the independent directors, including assessments of executive and non-employee director compensation based on analyses of competitive market compensation data. In addition, the Compensation Committee relied on Compensia for periodic updates on regulatory developments and market trends related to executive and non-employee director compensation matters. Compensia did not provide any other services to Broadcom except advising the Compensation Committee and the independent directors on compensation-related matters.

The Compensation Committee has assessed the independence of Compensia pursuant to the six independence factors set forth in the SEC and Nasdaq rules and concluded that Compensia was independent and its work for the Compensation Committee did not raise any conflict of interest.

In October 2020, the Compensation Committee approved the compensation peer group for Fiscal Year 2021, which appears below and was developed in consultation with Compensia.

The following selection criteria were considered as guidelines when developing the compensation peer group:

In October 2021, the compensation peer group was updated for Fiscal Year 2022 to reflect the growth in our revenue and market capitalization. Booking Holdings was removed due to its revenues and market capitalization falling outside of the selection criteria set forth above. Advanced Micro Devices was added to the compensation peer group, which is viewed as an appropriate peer because its revenues, market capitalization and industry better aligned with the applicable relevant selection criteria set forth above.

The principal elements of our executive compensation program are:

We believe that a competitive base salary is an important element of our executive compensation program designed to attract, engage and retain our executive officers. Base salaries provide fixed, baseline compensation and are set at levels intended to reflect an executive’s sustained individual performance and level and scope of responsibility, to be within a competitive range for similar positions at the companies in our compensation peer group and/or market survey data, and to take into account internal pay parity among our executive officers. The Compensation Committee also reviews our economic and business conditions and outlook. The base salaries of our key executives are reviewed annually by the Compensation Committee.

Our CEO makes recommendations to the Compensation Committee with respect to base salary adjustments for our executive officers (other than himself).

The Compensation Committee also reviews and considers many factors in determining individual performance for the purposes of adjusting base salaries. These factors include division performance against budget, achievement of divisional goals, new product introductions and corporate strategy implementation.

In December 2020, the Compensation Committee, in consultation with Compensia and our CEO, increased the base salaries of Ms. Spears, Dr. Kawwas and Mr. Krause in connection with their promotions to positions with increased responsibilities and to bring their base salaries more in line with the competitive market levels for their new positions. These increases took effect on December 10, 2020 and are shown in the following table. Dr. Kawwas’ and Mr. Krause’s annual base salary will remain effective through December 15, 2023. No other changes were made to the base salaries of our NEOs in Fiscal Year 2021.

We believe that a significant portion of our executive officers’ target total direct compensation should be dependent upon performance. Accordingly, we use the APB Plan to provide a performance-based annual cash incentive bonus opportunity for our executive officers. The APB Plan is designed to encourage and motivate our executive officers to achieve our overall corporate goals for the fiscal year, as well as divisional goals where appropriate, and to drive positive contributions to Broadcom’s growth and performance.

Each executive officer is annually assigned a specified target annual cash incentive bonus opportunity under the APB Plan, expressed as a percentage of the executive officer’s eligible earnings. The Compensation Committee considers compensation peer group and market data in determining the executive officer’s target annual cash incentive opportunity. In the case of our CEO, the Compensation Committee includes the data in its recommendation to the independent directors. The Compensation Committee and the independent directors also consider other factors that influence corporate and operational results, such as the executive’s experience, performance, leadership and responsibility.

In consultation with Compensia, the Compensation Committee increased the target annual cash incentive opportunity for Ms. Spears to 100% of her eligible earnings from 50%, effective December 10, 2020, in connection with her promotion to CFO and to bring it in line with the competitive market levels for her position and the other NEOs. The other NEOs’ target annual cash incentive bonus opportunity as a percentage of their eligible earnings did not change in Fiscal Year 2021.

Annual cash incentive bonuses under the APB Plan are calculated as follows:

Bonuses under the APB Plan are payable to our NEOs in cash, with the exception of our CEO in certain circumstances. In the event the independent directors assign our CEO an individual performance multiplier (discussed in more detail below) greater than 100%, they may elect to pay the difference between the dollar amount of our CEO’s actual annual cash incentive bonus payout and the dollar amount of his annual cash incentive bonus payout calculated using a performance factor of 100% in the form of an equity award. The type and terms of any such equity award are determined by the independent directors. The independent directors believe that this feature gives them the flexibility to further incentivize our CEO to focus on our mid-term to long-term performance and value creation for our stockholders and to provide continued retention of our CEO.

The corporate performance goals for the Fiscal Year 2021 APB Plan were:

These performance levels were established by the Compensation Committee, based on the recommendation of our CEO, and approved by the independent directors.

The final payouts under the APB Plan included the effect of a non-subjective individual performance multiplier applied judiciously to recognize the extraordinary efforts of our executives despite adverse market conditions or exceptional performance with respect to our corporate goals or an executive’s division results. Each individual NEO’s performance multiplier (other than our CEO’s) is approved by the Compensation Committee based, in part, on the recommendations of our CEO and by the independent directors, in the case of our CEO, with input from the Compensation Committee.

In evaluating individual performance to determine the applicable multiplier, the Compensation Committee considers (i) the requirements of the NEO’s position, including the achievement of the corporate or divisional goals, (ii) fiscal responsibility as determined by the Compensation Committee with input from our CEO, (iii) the NEO’s senior leadership ability and contribution to Broadcom’s culture, and (iv) how each of these factors impact the overall performance of Broadcom or the NEO’s division, as applicable. Based on each NEO’s contribution to Broadcom’s performance and their respective division’s levels of performance, the Compensation Committee or, in the case of our CEO, the independent directors, assigns each NEO an individual performance multiplier of between 50% and 150%. NEOs who consistently meet or exceed the requirements of their position, as determined by the Compensation Committee, receive an individual performance multiplier between 100% and 150%. NEOs who meet some, but not all, of the requirements of their position or for whom the Compensation Committee believes that improvement is needed receive an individual performance multiplier between 50% and 100%.

In December 2021, the Compensation Committee and the independent directors reviewed Broadcom’s actual performance for Fiscal Year 2021 to determine the level of achievement for the corporate performance goals and the divisional goals, and to assign an individual performance multiplier for each of our executives.

For Fiscal Year 2021, we achieved revenue of $27,450 million and adjusted non-GAAP operating margin was 60.7%, both of which were above the pre-established maximum attainment levels of performance. See Appendix A for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

The independent directors, based upon the recommendation of the Compensation Committee, determined that Mr. Tan should receive an individual performance multiplier of 150%. Mr. Tan successfully led and navigated Broadcom through many challenges in fiscal year 2021, including managing our business and workforce during the ongoing COVID-19 pandemic and addressing supply chain constraints and customer demands, and delivered strong financial and operational growth, resulting in a payout of 225% of his target bonus.

Each of the corporate and divisional goals for our NEOs, and their respective weighting is set forth in the following table.

Our equity awards serve as a long-term retention tool for our executives and are intended to reflect the value we place on their contribution to Broadcom. The philosophy behind our equity awards is to provide each executive with a strong incentive to remain with and build value in Broadcom over an extended period of time.

The Compensation Committee believes that an annual grant of PSU awards for our CEO and a combination of service-based RSU awards and PSU awards for our other executives further the objectives of our philosophy. Because the value of the service-based RSU awards fluctuates based on our stock price and the PSU awards motivate strategic financial performance improvement and maximize our stock price and TSR, our executives’ interests are closely aligned with our stockholders’ interests.

The Compensation Committee has historically granted equity awards under our annual equity program to our NEOs (other than our CEO) in March of each year, with 50% in the form of service-based RSU awards and 50% in the form of PSU awards.

On December 8, 2020, the independent directors, in consultation with Compensia and upon the recommendation of the Compensation Committee, approved an annual PSU award for Mr. Tan (the “Tan Fiscal Year 2021 PSU Award”), contingent upon stockholder approval of our 2012 Plan that was obtained at the 2021 annual meeting on April 5, 2021. Mr. Tan was awarded this PSU award as part of his regular total annual direct compensation to maintain alignment of his interests with our stockholders interests and to encourage his retention, as well as to reflect the competitive talent market. Absent such award, Mr. Tan would no longer have had any unvested equity awards after June 2021.

Mr. Tan may earn up to 300% of the target number of shares based on our TSR performance as compared to the S&P 500 (“Relative TSR”) and our absolute TSR performance measured from November 2, 2020 to October 29, 2023 (the “Performance Period”), subject to his continued employment on the vesting date of October 29, 2023. However, as Mr. Tan has reached the age of 70, if he retires from Broadcom on or after the last day of Fiscal Year 2021, the Performance Period will end on the date of his retirement notice and vest on his retirement date. The number of shares earned will be determined by multiplying the target number of shares by the achievement factor (the “Achievement Factor”). In the event of Mr. Tan’s employment terminates due to his death or permanent disability prior to October 29, 2023, 100% of the Tan Fiscal Year 2021 PSU Award will automatically vest with respect to the target number of shares.

The table below sets forth the Relative TSR and the Achievement Factor for the Tan Fiscal Year 2021 PSU Award.

On December 8, 2020, the Compensation Committee, in consultation with Compensia, approved promotion equity incentive awards for Dr. Kawwas and Mr. Krause, contingent upon stockholder approval of our 2012 Plan that was obtained at the 2021 annual meeting on April 5, 2021. Dr. Kawwas and Mr. Krause each received promotion equity incentive awards with a target market value of $15,000,000, consisting of 50% service-based RSU awards (the “Kawwas/Krause Promotion RSUs”) and 50% PSU awards at target (the “Kawwas/Krause Promotion PSUs” and, together with the Kawwas/Krause Promotion RSUs, the “Promotion Awards”), effective as of and based on the closing price of our common stock on December 15, 2020. The terms and amounts of the Promotion Awards were designed to align Dr. Kawwas’ and Mr. Krause’s long term equity incentive compensation to the competitive talent market and to reflect their increased responsibilities due to their promotions. The Compensation Committee does not anticipate granting Dr. Kawwas and Mr. Krause regular annual equity awards under our annual equity award program until at least 2023.

The Kawwas/Krause Promotion RSUs will vest over a three-year period, with one-third of the Kawwas/Krause Promotion RSUs vesting on each anniversary of December 15, 2020, subject to Dr. Kawwas’ or Mr. Krause’s (as applicable) continued employment on the relevant vesting dates. Dr. Kawwas and Mr. Krause may earn up to 200% of the target number of shares under their respective Kawwas/Krause Promotion PSUs based on our Relative TSR and absolute TSR measured over the period beginning on November 2, 2020 and ending on October 29, 2023, as determined by the Compensation Committee. The number of shares earned will be determined by multiplying the target number of shares by the Achievement Factor. Subject to Dr. Kawwas’ or Mr. Krause’s (as applicable) continued employment on the vesting date, the Kawwas/Krause Promotion PSUs will vest on October 29, 2023.

The table below sets forth the Relative TSR and Achievement Factor for the Kawwas/Krause Promotion PSUs.

On December 8, 2020, the Compensation Committee, in consultation with Compensia, approved promotion equity incentive awards for Ms. Spears. Ms. Spears was granted a service-based RSU award for 13,000 shares (the “Spears Promotion RSUs”) and a PSU award for 13,000 shares (the “Spears Promotion PSUs”) at target on December 15, 2020. The terms and amounts of Ms. Spears’ promotion equity incentive awards were designed to align Ms. Spears long term equity incentive compensation to the competitive talent market and to reflect her increased responsibilities due to her

promotion. The Compensation Committee does not anticipate granting Ms. Spears regular annual equity awards under our annual equity award program until at least 2023.

The Spears Promotion RSUs will vest over four years at a rate of 25% per year on each anniversary of the grant date, subject to Ms. Spears’ continued employment on the relevant vesting date. The Spears Promotion PSUs are earned based on our Relative TSR and our absolute TSR over four overlapping performance periods that begin on March 2, 2020 and end on March 1st of 2021, 2022, 2023 and 2024. The number of shares of common stock that may be earned is capped at 25% of the target number of shares for each of the first three performance periods. In the aggregate, Ms. Spears may earn up to 200% of the target number of shares, if at the end of the fourth performance period our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative. No shares will be earned for a performance period if our Relative TSR is below the 25th percentile of the S&P 500 Index. The Spears Promotion PSUs vest on each anniversary of the grant date, subject to her continued employment on the relevant vesting date.

Within 60 days after the end of each performance period, the Compensation Committee will determine the number of shares by multiplying the target number of shares subject to the performance period (25% of the total target number of shares) by an Achievement Factor . The Achievement Factor is based on our Relative TSR for the performance period. For the fourth performance period the Achievement Factor is based on our Relative TSR, as well as the sum of the Achievement Factors for the first three performance periods (the “Prior Achievement Sum”). However, if our absolute TSR is negative for the fourth performance period, then the maximum number of shares of common stock that may be earned is 100% of the total target number of shares. If the Relative TSR is between two of the percentile levels, the number of shares earned will be determined using linear interpolation.

The table below sets forth the Relative TSR and Achievement Factor for the Spears Promotion PSUs.

The PSU awards granted to our NEOs (other than our CEO) in Fiscal Years 2017, 2018 and 2019 are subject to four overlapping performance periods. Following completion of each performance period, the Compensation Committee confirms the Relative TSR attained, and the shares earned under the applicable PSU award pursuant to the following calculation:

Executives employed by our participating subsidiaries, including all of our NEOs, may also participate in our Employee Stock Purchase Plan (the “ESPP”). Our ESPP provides eligible employees with the opportunity to acquire Broadcom common stock through periodic payroll deductions, at a 15% discount, based on a six-month “look-back” period. Our ESPP is structured in the U.S. as a qualified plan under Section 423 of the Code. Our ESPP requires participants to hold their purchased shares of common stock for a minimum of six months after any purchase date, unless they cease to be eligible to participate in the ESPP in which case the shares of common stock become freely tradable, subject to applicable securities laws and our insider trading policy.

The Compensation Committee believes that severance and change in control arrangements are important parts of the overall compensation program for our NEOs. Severance arrangements provide a stable work environment and are used primarily to attract and retain individuals with the requisite experience and ability to drive our success. Change in control provisions help to secure the continued employment and dedication of our NEOs, to reduce any concern that they might have regarding their own continued employment prior to or following a change in control of Broadcom and to promote continuity of management during a corporate transaction.

The Compensation Committee and the independent directors carefully considered the desirability of retaining and further incentivizing Mr. Tan to create additional value for our stockholders. They also considered the appropriate market value for the grant of equity awards to Mr. Tan in comparison to awards granted by our peer group companies and in connection with our corporate strategy. In light of these considerations, Mr. Tan was granted an annual PSU award that vests based on our Relative TSR and absolute TSR (the “Fiscal Year 2022 TSR PSU Award”) and PSU award that vests depending on the satisfaction of pre-approved metrics and milestones related to certain strategic objectives (the “Fiscal Year 2022 Strategic PSU Award”), as described below.

In September 2021, the independent directors approved the Fiscal Year 2022 TSR PSU Award with a target value of $26,000,000 and effective as of and based on the closing price of our common stock on November 1, 2021. The target number of shares was determined by dividing the target value by the closing price of Broadcom’s common stock on November 1, 2021 (rounded down to the nearest share). Mr. Tan may earn up to 300% of the target number of shares based on our Relative TSR and absolute TSR performance measured over the period beginning on November 1, 2021 and ending on November 3, 2024 as confirmed by the independent directors and subject to Mr. Tan’s continued employment on the vesting date, November 3, 2024. However, if Mr. Tan retires from Broadcom on or after the last day of Fiscal Year 2022, the performance period will end on the date of his retirement notice and vest on his retirement date. If Mr. Tan’s employment terminates due to his death or permanent disability prior to November 3, 2024, 100% of the Fiscal Year 2022 TSR PSU Award will automatically vest with respect to the target number of shares.

In October 2021, the independent directors also approved the Fiscal Year 2022 Strategic PSU Award with a maximum value of $10,000,000 and effective as of and based on the closing price of our common stock on November 1, 2021. The maximum number of shares was determined by dividing the maximum value by the closing price of Broadcom’s common stock on November 1, 2021 (rounded down to the nearest share). Mr. Tan will not earn any shares unless the independent directors confirm in their sole discretion that all of the pre-approved metrics and milestones related to corporate strategy, acquisition strategy and leadership development are satisfied during the performance period from November 1, 2021 to October 30, 2022, in which case Mr. Tan will earn the maximum number of shares. Subject to Mr. Tan’s continued employment on the vesting date and achievement of the award’s performance goals, the Fiscal Year 2022 Strategic PSU Award will vest on October 30, 2022. If Mr. Tan’s employment terminates due to his death or permanent disability prior to October 30, 2022, 100% of the Fiscal Year 2022 Strategic PSU Award will automatically vest with respect to the maximum number of shares.

In December 2021, the Compensation Committee retained Meridian, as its independent compensation consultant to assume the role previously held by Compensia. The Compensation Committee has assessed the independence of Meridian pursuant to the six independence factors set forth in the SEC and Nasdaq rules and concluded that Meridian was independent and its work for the Compensation Committee did not raise any conflict of interest. Starting in Fiscal Year 2022, Meridian will provide consulting services to the Compensation Committee and the independent directors. The Compensation Committee has relied on Meridian to review management’s Fiscal Year 2021 annual assessment of compensation-related risks. Meridian will not provide any other services to Broadcom except advising the Compensation Committee and the independent directors on compensation-related matters.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section included in this Proxy Statement, as required by Item 402(b) of Regulation S-K. Based upon such review and related discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for the Annual Meeting and Broadcom’s Annual Report on Form 10-K for the Fiscal Year 2021.

COMPENSATION COMMITTEE

The following table sets forth information about compensation earned by our NEOs during Fiscal Years 2021, 2020 and 2019, except in the case of Ms. Spears who was not a NEO in Fiscal Year 2019. Our NEOs consist of our CEO, our CFO, and each of our three other most highly compensated executive officers serving at the end of Fiscal Year 2021.

The following table sets forth information regarding grants of plan-based awards during Fiscal Year 2021 to each of our NEOs. All equity awards were granted under the 2012 Plan, unless otherwise noted.

The following table sets forth information about stock options and RSU awards outstanding on October 31, 2021, the last day of Fiscal Year 2021, held by each of our NEOs.

If a Covered Termination takes place other than in connection with a “change in control” (as defined in the severance benefits agreement) of Broadcom, Broadcom must provide the NEO with:

The definition of “good reason” generally means any of the following, subject to certain notice and cure period provisions: (A) a material reduction in the NEO’s salary (other than as part of a broad salary reduction program instituted because Broadcom is in financial distress); (B) a substantial reduction in the NEO’s duties and responsibilities; (C) the elimination or reduction of the NEO’s eligibility to participate in Broadcom’s benefit programs that is inconsistent with the eligibility of our executives to participate therein; (D) Broadcom informs the NEO of its intention to transfer the NEO’s primary workplace to a location that is more than 50 miles from the location of the NEO’s primary workplace as of such date; (E) Broadcom’s material breach of the severance benefits agreement that is not cured within 60 days written notice thereof; and (F) any serious chronic mental or physical illness of the NEO or a member of the NEO’s family that requires the NEO to terminate their employment because of substantial interference with the NEOs duties; provided, that at Broadcom’s request the NEO provides Broadcom with a written physician’s statement confirming the existence of such mental or physical illness. For each of Dr. Kawwas and Mr. Krause, a termination during the period between and inclusive of December 10, 2020 and December 15, 2023 (such period, the “Continuation Period”) for “good reason” also includes: (A) an adverse change or reduction in either (i) their position, title, reporting responsibilities or duties or (ii) compensation, or (B) being required to report to anyone other than our CEO or the Board.

Upon an executive’s death or permanent disability, Broadcom’s Death and Permanent Disability Policies, updated in June 2021, provide for the full acceleration of vesting of the executive’s outstanding and unvested equity awards that have started vesting and would otherwise vest solely based on the executive’s continued service, including PSU awards for which the performance criteria have been met as of the date of such death or permanent disability. Under such circumstances, any PSU awards held by executives with performance periods that have started but not ended will have their performance goals deemed achieved at 100% of target levels, with all other terms and conditions deemed met. However, pursuant to the terms of the 2019 Multi-Year Equity Awards, holders are not entitled to full acceleration of vesting of these awards except with respect to those awards for which the vesting start date has already occurred at the time of the applicable executive’s death or disability. The Death Policy applies to all of our employees, directors and other service providers, including the NEOs, while the Permanent Disability Policy applies to (i) any officer of Broadcom, as such term is defined in Exchange Act Rule 16a-1 and (ii) any member of the CEO’s executive staff, including the NEOs, as determined by the CEO. The benefits provided under the Death and Permanent Disability Policies are intended to be additive to any benefits a NEO becomes entitled to under any other policy, program, plan or agreement (including severance benefit agreements), generally unless the Board, the Compensation Committee or the Policy Committee (as defined in the applicable policy) determines otherwise.

As Mr. Tan has reached the age of 70, if he retires from Broadcom on or after the last day of Fiscal Year 2021, the performance period for the Tan Fiscal Year 2021 PSU Award will end on the date of his retirement notice and vest on his retirement date, subject to achievement of the performance goals. Such retirement notice must be provided at least 30 days prior to Mr. Tan’s retirement date for the Tan Fiscal Year 2021 PSU Award to vest in accordance with this paragraph. If Mr. Tan had provided retirement notice on October 1, 2021 and retired effective October 31, 2021, 98,227 shares

subject to the Tan Fiscal Year 2021 PSU Award would have vested and the value of such acceleration would have been $52,224,349, based on a per share price of $531.67, which was the closing price per share of Broadcom common stock on October 29, 2021.

The following table reflects the potential payments and benefits to which our NEOs would be entitled under their severance benefits agreements and equity award agreements in effect as of the end of Fiscal Year 2021 in the event of a Covered Termination taking place within 12 months following a change in control of Broadcom (or in the case of Mr. Tan three months before or 12 months following a change in control of Broadcom). The amounts presented in the table assume an employment termination date and a change in control date of October 31, 2021 and that all eligibility requirements contemplated by the NEO’s respective agreements and our policies and practices, as applicable, were met.

The following table reflects the potential payments and benefits to which our NEOs would be entitled under their severance benefits agreements in effect as of the end of Fiscal Year 2021, in the event of a Covered Termination taking place not in connection with a change in control of Broadcom. The amounts presented in the table assume an employment termination date of October 31, 2021 and that all eligibility requirements contemplated by the NEO’s respective agreements and our policies and practices, as applicable, were met.

The following table reflects the additional potential payments and benefits to which our NEOs would be entitled under the Death and Permanent Disability Policies in effect as of October 31, 2021, in the event of death or permanent disability. The amounts presented in the table assume a termination of employment date of October 31, 2021 and that all eligibility requirements contemplated by the Death and Permanent Disability Policies were met.

In Fiscal Year 2021, Mr. Tan was granted a PSU award to continue to align Mr. Tan’s interests with the interests of our stockholders and to encourage his retention. As of October 31, 2021, Mr. Tan had no other unvested and outstanding equity awards. Our median compensated employee was granted 2019 Multi-Year Equity Awards, which will vest on the same basis as four annual equity grants made on March 15 of each year, beginning in 2019.

As permitted by SEC rules, for purposes of calculating the pay ratio set forth above, we used the same median employee that we identified for purposes of our pay ratio disclosure last year, based on our determination that there was no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio. Our median employee also remained in the same role in Fiscal Year 2020 and Fiscal Year 2021.

To identify the median employee, we used the following methodology in Fiscal Year 2020:

The Ratio presented above is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources system of record. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, this pay ratio disclosure may not be comparable to the pay ratio reported by other companies.

Broadcom has three equity compensation plans that have been approved by our stockholders: the Avago Plan, the 2012 Plan and the ESPP. The Avago Plan expired in July 2019 and no new grants may be made under the Avago Plan following such date. Neither the 2012 Plan nor the ESPP have an expiration date.

Broadcom assumed outstanding equity awards granted under the LSI Plan, the 2012 Plan, the Brocade 2009 Stock Plan, the Brocade Amended and Restated Inducement Award Plan, the CA, Inc. 2011 Incentive Plan and under other equity compensation plans or agreements that were assumed by Broadcom in connection with our acquisitions of LSI, Broadcom Corporation, Brocade Communications Systems, and CA, and other companies that originally granted those awards.

The following table sets forth as of October 31, 2021 the number and weighted-average exercise price of shares of common stock to be issued upon the exercise of outstanding stock options, service-based RSU awards and PSU awards, and the number of securities remaining available for future issuance under all of our equity compensation plans.

The following table sets forth information about the beneficial ownership of Broadcom common stock as of February 7, 2022 for:

As provided by the Audit Committee Charter, the Audit Committee must review all related party transactions on an ongoing basis and all such transactions must be approved by the Audit Committee. The Audit Committee may delegate to one or more designated members of the committee the authority to pre-approve related party transactions, provided such approvals are presented to the Audit Committee at its next scheduled meeting.

In approving or rejecting the proposed related party transaction, the Audit Committee considers the relevant facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to the extent of the related person’s interests, the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products, and, if applicable, the impact on a director’s independence. Our Code of Ethics also requires that our directors, officers and employees make appropriate disclosure of potential conflicts of interest to and receive approval from (i) the NESG Committee or the Audit Committee, in the case of directors and officers, or (ii) our compliance officer, in the case of employees. Our Board has authority to approve related party transactions in lieu of the Audit Committee.

From time to time in the ordinary course of business, on an arms’ length basis, Broadcom purchases from and/or sells to certain entities where one of our directors or management may have relationships as directors or executive officers. For transactions entered into during Fiscal Year 2021, no related person had or will have a direct or indirect material interest.

This Proxy Statement is made available in connection with the solicitation by our Board of proxies to be voted at the Annual Meeting, or at any adjournments or postponements thereof. The Internet Notice, this Proxy Statement, the accompanying proxy card and our 2021 Annual Report were first made available to our stockholders on or about February 18, 2022.

We are furnishing the proxy materials, including this Proxy Statement and the 2021 Annual Report, to our stockholders by providing access to such documents on the Internet Notice instead of mailing printed copies. The Internet Notice provides instructions as to how you may access and review all of the proxy materials on the Internet. The Internet Notice also instructs you as to how you may submit your proxy over the Internet or by telephone. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in the Internet Notice. Any request to receive proxy materials by mail will remain in effect until you revoke it.

You are invited to attend the Annual Meeting if you were a registered stockholder or a beneficial owner of Broadcom common stock on the Record Date. All stockholders must bring proof of identification. If you are a registered stockholder, your name will be verified against the list of registered stockholders prior to admittance to the Annual Meeting. If you hold your shares through a broker, bank or other nominee, you will need to provide proof of ownership on the Record Date. This can be any of the following:

We are monitoring public health and travel safety concerns relating to COVID-19. If we determine that a change in the date, time or location of the Annual Meeting or a change to a virtual meeting format is advisable or required, we will announce such changes through a press release and additional proxy materials filed with the SEC and on our Investor Center page at http://investors.broadcom.com. Please check this website in advance of the meeting date if you are planning to attend in person, and we encourage you to vote your shares prior to the Annual Meeting.

Representation at the Annual Meeting of stockholders entitled to vote, in person or by proxy or representative and holding among them at least a majority of all issued and outstanding shares of common stock is required to constitute a quorum. Abstentions and “broker non-votes” are counted in determining whether a quorum is present at the Annual Meeting.

Only holders of Broadcom common stock as of the close of business on the Record Date are entitled to vote at the Annual Meeting. Each share of Broadcom common stock has one vote for each matter. As of the Record Date, Broadcom had 409,612,742 shares of common stock issued and outstanding.

If your shares of common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are a registered stockholder with respect to those shares.

If your shares of common stock are held by a broker, bank or other nominee, you are the “beneficial owner” of shares held in “street name.” As a beneficial owner, you have the right to instruct the broker, bank or other nominee that holds your shares on how to vote them.

We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting. You may vote over the Internet, by telephone, by mail or in person.

Internet and telephone voting are available 24 hours a day and will close at 11:59 p.m. Eastern Time on Sunday, April 3, 2022.

The shares voted by proxy over the Internet, telephonically or proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting.

If you are a registered stockholder, you may revoke your proxy and change your vote:

Your attendance at the Annual Meeting itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote in person at the Annual Meeting. If you are a beneficial owner, you may change or revoke your voting instructions by following the specific directions provided to you by your broker, bank or other nominee, or you may vote in person at the Annual Meeting by obtaining a legal proxy from your broker, bank or other nominee and submitting the legal proxy along with your ballot.

The following chart describes the proposals to be considered at the Annual Meeting, our Board’s recommendations, the vote required for each of the proposals, and the manner in which votes will be counted.

If you are a beneficial owner and do not provide specific voting instructions to your broker, bank or other nominee, the organization that holds your shares will not be authorized to vote your shares, which would result in “broker non-votes,” on proposals other than the ratification of the appointment of PwC as our independent auditors. Accordingly, we encourage you to vote promptly, even if you plan to attend the Annual Meeting.

If you are a registered stockholder and you return your signed proxy card without giving specific voting instructions, your shares will be voted by the proxy holders - Hock E. Tan, Kirsten M. Spears and Mark D. Brazeal or any of them, with full power of substitution (together, the “Proxy Holders”) - as recommended by the Board (see table above).

If you are a beneficial owner and you do not provide specific voting instructions to your broker, bank or other nominee, your shares will not be voted, resulting in a “broker non-vote” and will have no effect on the Proposals except for Proposal 2 (see table above).

We have appointed a representative of Broadridge Investor Communication Solutions, Inc. (“Broadridge”) as the inspector of elections of the Annual Meeting. Preliminary voting results will be announced at the Annual Meeting and the final voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting.

Broadcom will bear the cost of soliciting proxies. We have retained D. F. King & Co., Inc., an independent proxy solicitation firm, to assist us in soliciting proxies for an estimated fee of $15,000, plus reimbursement of reasonable expenses. Broadcom and/or our agents, including certain of our officers, directors and employees, may solicit proxies by mail, telephone, e-mail, fax or in person. No additional compensation will be paid to our officers, directors or employees for such services. Broadcom will reimburse banks, brokerage firms and other custodians, nominees, trustees and fiduciaries for reasonable out-of-pocket expenses incurred by them in sending proxy materials to and soliciting proxies from beneficial holders of Broadcom common stock.

We have adopted a procedure called “householding” under which one copy of the Internet Notice and, if applicable, our proxy materials will be delivered to multiple stockholders who share an address, unless contrary instructions from one or more stockholders are received.

Upon written request, Broadcom will promptly deliver a separate copy of the Internet Notice and, if applicable, the proxy materials to any stockholder at a shared address to which a single copy of any of these documents was delivered. To receive a separate copy of the Internet Notice and, if applicable, the proxy materials, registered stockholders may contact Broadridge at:

In addition, if you are receiving multiple copies and would like to receive only one copy for your household, you should contact Broadridge at the address, telephone number or email address above. If you are a beneficial owner, you should contact your broker, bank or other nominee.

You may submit proposals for consideration at future annual stockholder meetings. To be considered for inclusion in the proxy materials for our annual meeting of stockholders to be held in 2023 (“2023 Annual Meeting”), your proposal (other than a proposal for director nomination) must comply with the procedures and requirements set forth in Rule 14a-8 under the Exchange Act and be received no later than October 21, 2022.

Proposals for consideration at the 2023 Annual Meeting, but not for inclusion in the proxy materials, must be received no earlier than the close of business on December 5, 2022 and no later than the close of business on January 4, 2023. The proposal must be submitted by a stockholder of record and must set forth the information required by our Bylaws. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a registered stockholder.

A stockholder, or group of up to 20 stockholders, that has owned continuously for at least three years shares of Broadcom common stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in our proxy materials director nominees constituting up to 20% of our Board, provided that the stockholder(s) and nominee(s) satisfy the requirements in our Bylaws. Notice of proxy access director nominees must be received no earlier than the close of business on September 21, 2022 and no later than the close of business on October 21, 2022.

Director nominations that a stockholder intends to present at the 2023 Annual Meeting, but does not intend to have included in our proxy materials, must be received no earlier than the close of business on December 5, 2022 and no later than the close of business on January 4, 2023. Notice of director nominations must be submitted by a registered stockholder and must set forth the information required by our Bylaws. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a registered stockholder.

Notices of stockholder proposals and the intent to nominate directors at the 2023 Annual Meeting, and all supporting materials required by our Bylaws, must be submitted by one of the following means:

Broadcom reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. Qualified director candidates suggested by holders of Broadcom common stock will be evaluated in the same manner as any other candidate for election to our Board (other than those standing for re-election).

Our management does not know of any matters to be presented at the Annual Meeting other than those set forth in this Proxy Statement. If any other matters are properly presented for a vote, the enclosed proxy confers discretionary authority to the individuals named as Proxy Holders.

Copies of this Proxy Statement and the 2021 Annual Report, as filed with the SEC, are also available on our website at www.broadcom.com or you can request a copy free of charge by calling Investor Relations at (408) 433-8000 or emailing investor.relations@broadcom.com.

By Order of the Board,

 

Hock E. Tan