UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 6, 2021
Broadcom Inc.
(Exact Name of Registrant as Specified in
Charter)
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Delaware |
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001-38449 |
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35-2617337 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1320 Ridder Park
Drive, |
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San Jose,
California |
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95131-2313 |
(Address of
principal executive offices) |
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(Zip Code) |
(408) 433-8000
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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Common Stock, $0.001 par
value |
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AVGO |
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The NASDAQ Global Select
Market |
8.00% Mandatory Convertible
Preferred Stock, Series A, $0.001 par value |
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AVGOP |
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The NASDAQ Global Select
Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Beginning after the market closed on January 6, 2021, Broadcom Inc.
(“Broadcom”) provided the attached presentation (the “Investor
Presentation”) to certain investors. Broadcom expects to use the
Investor Presentation, in whole or in part, in connection with
presentations to additional investors. The Investor Presentation is
attached hereto as Exhibit 99.1. The foregoing description is
qualified in its entirety by reference to the full text of the
Investor Presentation, which is incorporated herein by
reference.
Cautionary Note Regarding Forward-Looking
Statements
This communication contains forward-looking statements (including
within the meaning of Section 21E of the United States
Securities Exchange Act of 1934, as amended, and Section 27A
of the United States Securities Act of 1933, as amended) concerning
Broadcom. These statements include, but are not limited to,
statements that address our expected future business and financial
performance and other statements identified by words such as
“will”, “expect”, “believe”, “anticipate”, “estimate”, “should”,
“intend”, “plan”, “potential”, “predict” “project”, “aim”, and
similar words, phrases or expressions. These forward-looking
statements are based on current expectations and beliefs of the
management of Broadcom, as well as assumptions made by, and
information currently available to, such management, current market
trends and market conditions and involve risks and uncertainties,
many of which are outside Broadcom’s and our management’s control,
and which may cause actual results to differ materially from those
contained in forward-looking statements. Accordingly, you should
not place undue reliance on such statements.
Particular uncertainties that could materially affect future
results include risks associated with: the COVID-19 pandemic, which has, and will
likely continue to, negatively impact the global economy and
disrupt normal business activity, and which may have an adverse
effect on our results of operations; any loss of our significant
customers and fluctuations in the timing and volume of significant
customer demand; our dependence on contract manufacturing and
outsourced supply chain; our dependency on a limited number of
suppliers; global economic conditions and concerns; global
political and economic conditions; government regulations, trade
restrictions and trade tensions; our significant indebtedness and
the need to generate sufficient cash flows to service and repay
such debt; dependence on and risks associated with distributors and
resellers of our products; dependence on senior management and our
ability to attract and retain qualified personnel; any acquisitions
we may make, such as delays, challenges and expenses associated
with receiving governmental and regulatory approvals and satisfying
other closing conditions, and with integrating acquired businesses
with our existing businesses and our ability to achieve the
benefits, growth prospects and synergies expected by such
acquisitions; involvement in legal or administrative proceedings;
quarterly and annual fluctuations in operating results; our ability
to accurately estimate customers’ demand and adjust our
manufacturing and supply chain accordingly; cyclicality in the
semiconductor industry or in our target markets; our competitive
performance and ability to continue achieving design wins with our
customers, as well as the timing of any design wins; prolonged
disruptions of our or our contract manufacturers’ manufacturing
facilities, warehouses or other significant operations; our ability
to improve our manufacturing efficiency and quality; our dependence
on outsourced service providers for certain key business services
and their ability to execute to our requirements; our ability to
maintain or improve gross margin; our ability to protect our
intellectual property and the unpredictability of any associated
litigation expenses; compatibility of our software products with
operating environments, platforms or third-party products; our
ability to enter into satisfactory software license agreements;
availability of third party software used in our products; use of
open source code sources in our products; any expenses or
reputational damage associated with resolving customer product
warranty and indemnification claims; market acceptance of the end
products into which our products are designed; our ability to sell
to new types of customers and to keep pace with technological
advances; our compliance with privacy and data security laws; our
ability to protect against a breach of security systems;
fluctuations in foreign exchange rates; our provision for income
taxes and overall cash tax costs, legislation that may impact our
overall cash tax costs and our ability to maintain tax concessions
in certain jurisdictions; and other events and trends on a
national, regional and global scale, including those of a
political, economic, business, competitive and regulatory nature.
Many of the foregoing risks and uncertainties are, and will be,
exacerbated by the COVID-19
pandemic and any worsening of the global business and economic
environment as a result.
Our filings with the SEC, which you may obtain for free at the
SEC’s website at http://www.sec.gov, discuss some of the important
risk factors that may affect our business, results of operations
and financial condition. Actual results may vary from the estimates
provided. We undertake no intent or obligation to publicly update
or revise any of the estimates and other forward-looking statements
made in this announcement, whether as a result of new information,
future events or otherwise, except as required by law.
Important Additional Information and Where to Find
It
Broadcom, its directors and certain of its executive officers may
be deemed to be participants in the solicitation of proxies from
Broadcom’s stockholders in connection with the matters to be
considered at Broadcom’s 2021 Annual Meeting of Stockholders.
Information regarding the identity of Broadcom’s directors and
executive officers and their respective direct or indirect
interests in Broadcom, by security holdings or otherwise, can be
found in Broadcom’s proxy statement for its 2020 Annual Meeting of
Stockholders, filed with the SEC on February 18, 2020. To the
extent holdings of Broadcom’s securities by such directors or
executive officers have changed since the amounts set forth in
Broadcom’s proxy statement for the 2020 Annual Meeting of
Stockholders, such changes have been reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 filed with the SEC. These documents
are available free of charge at the SEC’s website at
http://www.sec.gov. Broadcom intends to file a proxy statement with
the SEC in connection with the solicitation of proxies from
Broadcom stockholders in connection with the matters to be
considered at Broadcom’s 2021 Annual Meeting of Stockholders.
Additional information regarding the identity of potential
participants and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with
Broadcom’s 2021 Annual Meeting of Stockholders. INVESTORS AND
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT, THE ACCOMPANYING PROXY CARD AND ANY AMENDMENTS AND
SUPPLEMENTS THERETO AS WELL AS ANY OTHER DOCUMENTS FILED BY
BROADCOM WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders will be able to obtain copies of the proxy statement,
any amendments or supplements to the proxy statement and other
documents filed by Broadcom with the SEC for no charge at the SEC’s
website at http://www.sec.gov. Copies will also be available at no
charge at the Investor Relations section of Broadcom’s corporate
website at https://investors.broadcom.com or by contacting
Broadcom’s Investor Relations department at
investor.relations@broadcom.com.
Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No. |
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Description
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99.1 |
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Investor Presentation dated January 6,
2021 |
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104 |
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Cover Page Interactive Data File (formatted as
Inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: January 6, 2021
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Broadcom Inc. |
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By: |
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/s/ Mark Brazeal
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Name: |
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Mark Brazeal |
Title: |
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Chief Legal Officer |

Broadcom
Inc. Presentation January 6, 2021 Exhibit 99.1

Safe
Harbor Statement This presentation contains forward-looking
statements (including within the meaning of Section 21E of the
United States Securities Exchange Act of 1934, as amended, and
Section 27A of the United States Securities Act of 1933, as
amended) concerning Broadcom. These statements include, but are not
limited to, statements that address our expected future business
and financial performance and other statements identified by words
such as "will", "expect", "believe", "anticipate", "estimate",
"should", "intend", "plan", "potential", "predict" "project",
"aim", and similar words, phrases or expressions. These
forward-looking statements are based on current expectations and
beliefs of the management of Broadcom, as well as assumptions made
by, and information currently available to, such management,
current market trends and market conditions and involve risks and
uncertainties, many of which are outside Broadcom's and our
management's control, and which may cause actual results to differ
materially from those contained in forward-looking statements.
Accordingly, you should not place undue reliance on such
statements. Particular uncertainties that could materially affect
future results include risks associated with: the COVID-19
pandemic, which has, and will likely continue to, negatively impact
the global economy and disrupt normal business activity, and which
may have an adverse effect on our results of operations; any loss
of our significant customers and fluctuations in the timing and
volume of significant customer demand; our dependence on contract
manufacturing and outsourced supply chain; our dependency on a
limited number of suppliers; global economic conditions and
concerns; global political and economic conditions; government
regulations, trade restrictions and trade tensions; our significant
indebtedness and the need to generate sufficient cash flows to
service and repay such debt; dependence on and risks associated
with distributors and resellers of our products; dependence on
senior management and our ability to attract and retain qualified
personnel; any acquisitions we may make, such as delays, challenges
and expenses associated with receiving governmental and regulatory
approvals and satisfying other closing conditions, and with
integrating acquired businesses with our existing businesses and
our ability to achieve the benefits, growth prospects and synergies
expected by such acquisitions; involvement in legal or
administrative proceedings; quarterly and annual fluctuations in
operating results; our ability to accurately estimate customers'
demand and adjust our manufacturing and supply chain accordingly;
cyclicality in the semiconductor industry or in our target markets;
our competitive performance and ability to continue achieving
design wins with our customers, as well as the timing of any design
wins; prolonged disruptions of our or our contract manufacturers'
manufacturing facilities, warehouses or other significant
operations; our ability to improve our manufacturing efficiency and
quality; our dependence on outsourced service providers for certain
key business services and their ability to execute to our
requirements; our ability to maintain or improve gross margin; our
ability to protect our intellectual property and the
unpredictability of any associated litigation expenses;
compatibility of our software products with operating environments,
platforms or third-party products; our ability to enter into
satisfactory software license agreements; availability of third
party software used in our products; use of open source code
sources in our products; any expenses or reputational damage
associated with resolving customer product warranty and
indemnification claims; market acceptance of the end products into
which our products are designed; our ability to sell to new types
of customers and to keep pace with technological advances; our
compliance with privacy and data security laws; our ability to
protect against a breach of security systems; fluctuations in
foreign exchange rates; our provision for income taxes and overall
cash tax costs, legislation that may impact our overall cash tax
costs and our ability to maintain tax concessions in certain
jurisdictions; and other events and trends on a national, regional
and global scale, including those of a political, economic,
business, competitive and regulatory nature. Many of the foregoing
risks and uncertainties are, and will be, exacerbated by the
COVID-19 pandemic and any worsening of the global business and
economic environment as a result. Our filings with the SEC, which
you may obtain for free at the SEC's website at http://www.sec.gov,
discuss some of the important risk factors that may affect our
business, results of operations and financial condition. Actual
results may vary from the estimates provided. We undertake no
intent or obligation to publicly update or revise any of the
estimates and other forward-looking statements made in this
announcement, whether as a result of new information, future events
or otherwise, except as required by law.

Important
Additional Information and Where to Find It Broadcom, its directors
and certain of its executive officers may be deemed to be
participants in the solicitation of proxies from Broadcom’s
stockholders in connection with the matters to be considered at
Broadcom’s 2021 Annual Meeting of Stockholders. Information
regarding the identity of Broadcom’s directors and executive
officers and their respective direct or indirect interests in
Broadcom, by security holdings or otherwise, can be found in
Broadcom’s proxy statement for its 2020 Annual Meeting of
Stockholders, filed with the SEC on February 18, 2020. To the
extent holdings of Broadcom’s securities by such directors or
executive officers have changed since the amounts set forth in
Broadcom’s proxy statement for the 2020 Annual Meeting of
Stockholders, such changes have been reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 filed with the SEC. These documents
are available free of charge at the SEC’s website at
http://www.sec.gov. Broadcom intends to file a proxy statement with
the SEC in connection with the solicitation of proxies from
Broadcom stockholders in connection with the matters to be
considered at Broadcom’s 2021 Annual Meeting of Stockholders.
Additional information regarding the identity of potential
participants and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with
Broadcom’s 2021 Annual Meeting of Stockholders. INVESTORS AND
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT, THE ACCOMPANYING PROXY CARD AND ANY AMENDMENTS AND
SUPPLEMENTS THERETO AS WELL AS ANY OTHER DOCUMENTS FILED BY
BROADCOM WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders will be able to obtain copies of the proxy statement,
any amendments or supplements to the proxy statement and other
documents filed by Broadcom with the SEC for no charge at the SEC’s
website at http://www.sec.gov. Copies will also be available at no
charge at the Investor Relations section of Broadcom’s corporate
website at https://investors.broadcom.com or by contacting
Broadcom’s Investor Relations department at
investor.relations@broadcom.com.

Silicon
Valley Founded and headquartered $23.9B FY20 net revenue 25
Category-leading semiconductor and infrastructure software
franchises Broadcom at a Glance Global technology leader that
designs, develops, and supplies a broad range of semiconductor and
infrastructure software solutions Proven, mission-critical
technologies with a focus on “connecting everything”® more
efficiently, reliably and securely Cutting-edge products used in a
wide range of industries including telecommunications,
manufacturing, energy, transportation, healthcare and finance Built
on 50 Years of Innovation, Collaboration, Engineering Excellence
and Technology Leadership ~23,000 patents One of the industry’s
broadest IP portfolios $5.0B Investment in R&D in
FY20

Heritage
of Innovation 2005 1961 2018 2017 2014 2016 2019 2009 IPO
Semiconductors Infrastructure Software 2007 1960 1991 1981 1995
1976 1982 Enterprise Security

23.5%
one-year TSR 15.7% annual average TSR increase over the past three
years Creating Significant Returns for Shareholders 2,500%+
absolute TSR since IPO in 2009 26.8% annual average TSR increase
over the past five years 34.0% annual average TSR increase since
IPO in 2009 * TSR calculated on a fiscal year basis

Engaged,
Experienced Board Provides Independent Oversight Separate Chairman
and CEO roles, with a Lead Independent Director Board oversees
talent development for CEO and key executives, which is reviewed by
the Board at least bi-annually Key Facts Age Tenure Gender
Diversity Diane M. Bryant Director Compensation Committee Gayla J.
Delly Director Audit, Nominating, Corporate Governance & ESG
Committees Raul J. Fernandez Director Audit, Nominating, Corporate
Governance & ESG Committees Eddy Hartenstein Lead Independent
Director Compensation, Nominating, Corporate Governance & ESG,
Executive Committees Active refreshment process, resulting in the
addition of 5 new directors since 2017 Independence Check Kian Low
Director Compensation, Nominating, Corporate Governance & ESG
Committees Justine F. Page Director Audit, Executive Committees
Henry Samueli, Ph.D. Chairman of the Board Executive Committee Hock
E. Tan President, Chief Executive Officer Executive Committee Harry
L. You Director Audit, Compensation Committees

Corporate
Officers and Leaders Hock E. Tan President & CEO Mark Brazeal
Chief Legal Officer Kirsten Spears CFO & Chief Accounting
Officer Debbie Streeter VP, Human Resources Yuan Xing Lee, Ph.D.
VP, Central Engineering Charlie Kawwas, Ph.D. Chief Operating
Officer Ivy Pong VP, Global Taxation Rebecca Boyden VP, Corporate
Finance Alan Davidson Chief Information Officer Tom Krause
President, Infrastructure Software Group

Equity
Plan Amendment Details Broadcom 2012 Plan CEO and other key
executives are ineligible Over 100 million shares available
Automatic share replenishment Avago 2009 Plan Plan expired in 2019
LSI 2003 Plan Serves only part of employee base 3 million shares
available Limits only on director awards Broad-based plan: Will
serve all eligible employees, including CEO Improved governance:
Eliminated evergreen provision and now requires shareholder
approval for repricing of underwater options Share reserve: Will
reduce available share reserve from >100 million to 20 million
shares (>80% reduction; <5% dilution) Single active plan:
Upon ratification, Broadcom would no longer grant shares from the
LSI 2003 Plan Reasonable expected term: Expected to provide
sufficient shares to fund expected broad-based employee grants for
at least 3 years Economical solution: Amending the 2012 plan is
more efficient than creating a new plan; new plan would require new
regional sub-plans and qualifications in local jurisdictions
Current Equity Plans Amended 2012 Broadcom Plan Streamlined and
aligned with market standards To be ratified by shareholders in
2021

Compensation
Philosophy Why the Changes to Equity Plans and Granting Practices?
The changes update our practices to market standards, in line with
peers and shareholder preferences Why Now? Necessary changes as
part of the senior leadership announcements in order to fund
promotion grants in a way that aligns with shareholder preference
and industry standard Needed to allow us to continue with our
broad-based equity granting philosophy and practice Right time to
simplify our structure, modernize our equity granting practices and
seek shareholder support for this streamlined framework Equity
Compensation Plan CEO Equity Grants LEGACY Separate and fragmented
inherited plans serving limited participants Evergreen provision
NEW / PROPOSED Single equity plan serving all eligible employees
Fixed share reserve Modernized equity governance Periodic
multi-year awards 100% performance based CEO not eligible for new
equity awards under existing plans Annual grants 100% performance
based Our philosophy is unchanged: We believe in paying for
performance and long-term, broad-based equity alignment, which
motivates our employees to help Broadcom succeed and enables them
to share in that success

Connecting
Everything, Responsibly Environmental Effective use of natural
resources is beneficial from a sustainability perspective and a
business perspective: improves operational performance and reduces
costs Significant investments to reduce our energy use and carbon
emissions, particularly PFC emissions Substantial reduction in
water use in production facilities through efficiency, recycling
and reclamation Some of our products support sustainable energy
applications, including in electric vehicle and renewable energy
generation equipment Social We are a multi-national, multi-cultural
company, employing a diverse global workforce Transparent and
meritocratic work environment, with over 20,000 employees Focused
on attracting, developing and retaining a talented, diverse and
engaged workforce Innovation thrives in a diverse and inclusive
work environment Disclosure on the racial / ethnic makeup of our
U.S. workforce in the upcoming ESG report Governance Board
oversight of ESG via our Nominating, Corporate Governance & ESG
Committee Publishing our first sustainability report in February,
aligned to SASB and GRI Active board refreshment: 5 of 9 directors
added since 2017 Separate Chairman and CEO roles, with a Lead
Independent Director Diverse board: 33% female, 44% are
non-Caucasian 4.5 year average tenure
