Skyworks : 2023 Annual Report and 2024 Proxy Statement, Proxy Card and Notice

March 28, 2024

Dear Stockholder:

I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Skyworks Solutions, Inc., to be held at:

Time:	11:00 a.m. PDT
Date:	Tuesday, May 14, 2024
Website:	www.virtualshareholdermeeting.com/SWKS2024

You will be able to attend and participate in the Annual Meeting online at the website address above, where you will be able to listen to the meeting live, submit questions, and vote. We look forward to your participation online or by proxy. The attached Notice of 2024 Annual Meeting of Stockholders and Proxy Statement describe the matters that we expect to be acted upon at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting online, and regardless of how many shares you own, it is important that your shares be represented at the Annual Meeting. Accordingly, if you are a stockholder of record, we urge you to complete the proxy and return it to us promptly in the postage prepaid envelope provided, or to complete and submit your proxy by telephone or via the internet in accordance with the instructions on the proxy card. If your shares are held in "street name," that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. If you do attend the Annual Meeting online and wish to vote at that time, you may revoke a previously submitted proxy by voting at the meeting.

Sincerely yours,

Liam K. Griffin

Chairman, Chief Executive Officer and President

Letter from Lead Independent Director

Dear Fellow Stockholder:

On behalf of the entire Board of Directors, I thank you for your continued support of Skyworks. Despite macroeconomic headwinds, our resilient business model and operational excellence allowed us to deliver solid results in fiscal year 2023, including generating annual operating cash flow of $1.856 billion, up 30% year-over-year. In addition, the Company continued making investments in strategic growth areas, expanding our customer base and diversifying the reach of our business.

The Board remains committed to providing robust oversight of the Company's strategy, including key risks and opportunities. As we head toward our 2024 Annual Meeting, I would like to share some important focus areas from the past year:

• • Board Oversight of Risk: Our Board is responsible for risk oversight and treats that role with the utmost importance. While the management team is responsible for day-to-day risk management and for bringing to our attention any significant risks, the Board regularly engages in both the processes management utilizes to identify, assess and manage risk and ongoing plans to address any identified risks. Additionally, we regularly consider business risk in connection with our evaluation of corporate strategy, including in our annual review of the Company's strategic plan. Our Board is comprised of experienced and qualified directors who are well-positioned to oversee long-term corporate strategy and operational execution, and their diverse qualifications and viewpoints add significant contributions to our overall risk oversight function.

• • Regular Engagement with Stockholders: Our Board believes that stockholder engagement is a fundamental element of sound corporate governance. In 2023, we continued a high level of engagement with stockholders. The Company proactively reached out to stockholders representing approximately 51% of our outstanding stock and spoke with every such stockholder that wanted to engage. Topics of discussion varied and included executive compensation, corporate governance and sustainability efforts. Notably, coming out of our discussions with stockholders, we made changes to our compensation program by returning the short-term incentive performance period for fiscal year 2024 from two semi-annual periods to one annual period. Dialogue with stockholders throughout the year is critical to providing the Board with important feedback needed to better understand our stockholders' priorities on a wide range of topics. I look forward to continued engagement with our stockholders.

• • Corporate Responsibility and Sustainability: The Board, and in particular our Nominating and Corporate Governance Committee, oversees corporate responsibility and sustainability. As part of our commitment, we disclose key initiatives and progress toward our sustainability goals. Last year, we published our 2022 Sustainability Report, where we provided key updates on many topics, including environmental responsibility, cybersecurity, supply chain management, health and safety, human rights, ethics, and human capital management. On environmental topics in particular, we were pleased to share improvements in water use efficiency, hazardous waste generation rates, and year-over-year emissions rate reductions in scope 1 and 2 CO2e emissions. We are also excited about our continued improvements in emissions and water use reductions in 2023 and our focus on driving further emission and water use reductions throughout 2024 and in the future. During our stockholder engagement in the fall and winter of 2023, many of our stockholders provided feedback in support of our sustainability journey and encouraged us to continue on our path.

Thank you for your investment in Skyworks and continued confidence in the Board. We look forward to continuing our dialogue with you in the year to come.

With appreciation,

Christine King

Lead Independent Director Chairman, Compensation Committee Member, Audit Committee

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Date and Time	Location	Record Date
May 14, 2024	www.virtualshareholdermeeting.com/	March 20, 2024
11:00 a.m. PDT	SWKS2024
Items of Business

• 1. To elect nine individuals nominated to serve as directors of the Company with terms expiring at the 2025 Annual Meeting of Stockholders and named in the Proxy Statement;

• 2. To ratify the selection by the Company's Audit Committee of KPMG LLP as the independent registered public accounting firm for the Company for fiscal year 2024;

• 3. To approve, on an advisory basis, the compensation of the Company's named executive officers;

• 4-7. To approve four separate amendments to the Company's Restated Certificate of Incorporation to eliminate the supermajority vote provisions relating to (a) stockholder approval of a merger or consolidation, disposition of all or substantially all of the Company's assets, or issuance of a substantial amount of the Company's securities; (b) stockholder approval of a business combination with any related person; (c) stockholder amendment of charter provisions governing directors; and (d) stockholder amendment of the charter provision governing action by stockholders;

• 8. To approve the Company's Second Amended and Restated 2015 Long-Term Incentive Plan;

• 9. To approve an amendment to the Company's 2002 Employee Stock Purchase Plan, as amended;

• 10. To consider two stockholder proposals, if properly presented at the Annual Meeting; and

• 11. To transact such other business as may properly come before the Annual Meeting.

Your Vote Is Important.

To ensure your representation at the Annual Meeting, please submit your proxy or voting instructions as soon as possible by using any of the following methods, as described in greater detail on your proxy card or voter instruction form.

Internet

Phone

Mail

The accompanying Proxy Statement includes further information about how to attend the Annual Meeting online, vote your shares online during the Annual Meeting, and submit questions online during the Annual Meeting.

By Order of the Board of Directors,

Robert J. Terry

Senior Vice President, General Counsel and Secretary Irvine, California • March 28, 2024

PROXY STATEMENT 2024

Table of Contents

Proxy Statement Summary . . . . . . . . . . . . . . Proposal 1: Election of Directors . . . . . . . . .

• 1 Proposal 8: Approval of the Company's

• Second Amended and Restated 2015

• 8 Long-Term Incentive Plan . . . . . . . . . . . . . . 71

Nominees for Election . . . . . . . . . . . . . . . 10

Board Diversity Matrix . . . . . . . . . . . . . . . 16

Corporate Governance . . . . . . . . . . . . . . . 17

Committees of the Board of Directors . . . . 21

Role of the Board of Directors in Risk

Oversight . . . . . . . . . . . . . . . . . . . . . . . . . 25

Compensation Committee Interlocks and

Insider Participation . . . . . . . . . . . . . . . . . 26

Certain Relationships and Related Person

Transactions . . . . . . . . . . . . . . . . . . . . . . . 26

Proposal 2: Ratification of Independent

Registered Public Accounting Firm . . . . . . . 28

AuditFees ........................ 29

Report of the Audit Committee . . . . . . . . . . 30

Proposal 3: Advisory Vote on the Compensation of Our Named Executive

Officers ("Say-on-Pay" Vote) . . . . . . . . . . . . 31

Information About Executive and Director

Compensation . . . . . . . . . . . . . . . . . . . . . . . 32

Summary and Highlights . . . . . . . . . . . . . 32

Compensation Discussion and

Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Compensation Tables for Named

ExecutiveOfficers .................. 47

Pay Versus Performance . . . . . . . . . . . . . . 58

Director Compensation . . . . . . . . . . . . . . 62

Compensation Committee Report . . . . . . . 64

Proposals 4 - 7: Approval of Amendments to Charter to Eliminate Supermajority Vote

Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

Proposal 9: Approval of Amendment to the 2002 Employee Stock Purchase Plan,asamended ..................... 86

Proposal 10: Stockholder Proposal

Regarding Named Executive Officer TerminationPayments ................. 92

Statement of Opposition by the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . 94

Proposal 11: Stockholder Proposal

Regarding Adoption of Greenhouse Gas Emissions Reduction Targets . . . . . . . . . . . . 96

Statement of Opposition by the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . 98

Security Ownership of Certain Beneficial

Owners and Management . . . . . . . . . . . . . 100

GeneralInformation ................... 102

OtherProposedAction ................ 108

OtherMatters ........................ 108

Appendix A: Unaudited Reconciliations of

Non-GAAP Financial Measures . . . . . . . . . . 110

Discussion Regarding the Use of Non-

GAAP Financial Measures . . . . . . . . . . . . . 111

Appendix B: Provisions of Charter Subject

to Potential Amendment . . . . . . . . . . . . . . . 113

Annex 1: Second Amended and Restated

2015 Long-Term Incentive Plan . . . . . . . . . . 120

Annex 2: 2002 Employee Stock Purchase

Plan,asamended ..................... 143

Annex 3: Amendment to 2002 Employee

Stock Purchase Plan, as amended . . . . . . . . 152

PROXY STATEMENT SUMMARY

This summary highlights financial and other accomplishments during fiscal year 2023, as well as information generally contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in advance of the 2024 Annual Meeting of Stockholders, and we encourage you to read the entire Proxy Statement before voting your shares.

2024 Annual Meeting of Stockholders

Date and Time	Location	Record Date
May 14, 2024	www.virtualshareholdermeeting.com/	March 20, 2024
11:00 a.m. PDT	SWKS2024

Matters to be Voted Upon

Your vote is very important to us. Please cast your vote on all of the proposals to ensure that your shares are represented.

Proposal

Required Vote for ApprovalBoard RecommendationSee Page

1.

Election of Directors

For each director, majority of votes cast

FOR Each Nominee

8

2.

Ratification of Appointment of KPMG LLP

Majority of votes present and entitled to vote

FOR

28

3.

Advisory Vote to Approve Compensation of Named Executive Officers

Majority of votes present and entitled to vote

FOR

31

4-7.

Approve Amendments to Restated Certificate of Incorporation to Eliminate Supermajority Vote Provisions

80% (or 90% in case of Proposal 5) of shares outstanding

FOR

65

8.

Approve Second Amended and Restated 2015 Long-Term Incentive Plan

Majority of votes present and entitled to vote

FOR

71

9.

Approve Amendment to 2002 Employee Stock Purchase Plan, as Amended

Majority of votes present and entitled to vote

FOR

86

10 - 11.

Two Stockholder Proposals, if Properly Presented at the Annual Meeting

Majority of votes present and entitled to vote

AGAINST

92

Proxy Statement

1

Financial Highlights from Fiscal Year 2023

During the fiscal year ended September 29, 2023 ("fiscal year 2023"), the Company delivered solid results despite ongoing macroeconomic volatility, reflecting our resilient business model and operational excellence. We continued making strategic investments in growth areas, expanded our customer base and diversified the reach of our business, positioning us to capture new opportunities across a range of markets benefitting from secular trends.

• • Delivered net revenue of $4.8 billion

• • Achieved operating margin of 23.6% on a GAAP basis (33.6% on a non-GAAP basis)(1)

• • Posted diluted earnings per share of $6.13 on a GAAP basis ($8.52 on a non-GAAP basis)(1)

• • Generated annual operating cash flow of $1.856 billion, up 30% year-over-year and free cash flow of $1.646 billion, up 76% year-over-year

• • Raised our quarterly dividend from $0.62 per share to $0.68 per share

• • Returned approximately $580 million to stockholders through repurchasing 1.9 million shares of our common stock for $175 million and through payments of $405 million in cash dividends

• • Repaid $900 million of debt

• • Total stockholder return over the last 10 years was 360%, compared to 208% for the companies in the S&P 500 Index(2)

Quarterly Dividends: Fiscal Years 2015 - 2023 $2.54

$2.30

$2.06

$1.82

Q4

Q3

$0.44 $0.50

$1.58

$1.34

$0.50

$0.56

$0.62

$0.68

$1.06

$1.16 $0.38

$0.62

$0.65

Q2

Q1

$0.13 $0.13 $0.13

$0.26 $0.26 $0.26

$0.32

$0.62 $0.56

$0.28

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23

• (1) Please see table on page 110 for a full reconciliation of non-GAAP results to GAAP results.

• (2) Source: FactSet. Represents TSR for the ten-year period ended September 29, 2023.

2