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) November 27, 2006
QUALCOMM INCORPORATED
(Exact name of registrant as specified in its charter)
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| Delaware
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000-19528
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95-3685934 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 5775 Morehouse Drive, San Diego, CA
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92121 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (858) 587-1121
Not Applicable
(Former name or former address, if changed since last report.)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election Of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 27, 2006, at a meeting of the Compensation Committee (the “Committee”) of the
Board of Directors of QUALCOMM Incorporated (the “Company”), the Committee approved the terms of
the 2007 Annual Bonus Program (the “Bonus Program”) applicable to key employees of the Company,
including the Company’s executive officers. The design of the Bonus Program is similar to the
Company’s 2006, 2005 and other prior year programs, and all such programs reward achievement at
specified levels of financial and individual performance.
Under the Bonus Program each officer position has an assigned base target bonus level,
expressed as a percent of fiscal year-end annual salary. Each officer position also has an
assigned “stretch” target bonus level, expressed as a percent of fiscal year-end annual salary.
The target bonus levels are competitive with target bonuses for similar positions reported in
independent, third-party published surveys reviewed by the Committee.
Depending on Company and
business unit financial performance and individual performance, each officer may earn between 0%
and 312.5% of the stretch target. Two components comprise the fundamental design of the Bonus
Program:
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Pro forma financial performance of the Company or the Company and relevant business unit, as
appropriate. Financial performance includes revenue and earnings before income taxes (EBT), with
greater emphasis placed on EBT. The level of performance, upon which the bonus award is
based, is determined from the ratio of fiscal year-end pro forma revenue and pro forma EBT compared to the
planned pro forma revenue and pro forma EBT budgets reviewed by the Board of Directors at the beginning of
the fiscal year. Pro forma financial results are used to enable evaluation of operating results on a consistent
and comparable basis. The Company presents and defines pro forma financial results in its quarterly earnings
releases furnished to the Securities and Exchange Commission on Form 8-K. |
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Discretion. This discretionary component enables the Committee to reduce the annual
bonus payable to an executive officer participant. Management may also adjust the bonus
payable to each non-executive officer based on such participant’s performance and
contribution to the Company during the fiscal year. |