SAN DIEGO /PRNewswire/ -- Qualcomm
Incorporated (NASDAQ: QCOM) today announced it has initiated a
Strategic Realignment Plan designed to improve execution, enhance
financial performance and drive profitable growth as the Company
works to create sustainable long-term value for stockholders. The
Company also announced that it has entered into an agreement with
JANA Partners pursuant to which Mark McLaughlinand Tony Vinciquerra have been added to the Board of
Directors and a third director to be selected by the Company and
consented to by JANA will be added promptly.
The
core elements of the new plan include:
"We
are making fundamental changes to position Qualcomm for improved
execution, financial and operating performance,"
said Steve Mollenkopf, CEO of Qualcomm Incorporated. "We are
right-sizing our cost structure and focusing our investments around
the highest return opportunities while reaffirming our intent to
return significant capital to stockholders and refreshing our Board
of Directors. Importantly, our Strategic Realignment Plan is
designed to drive meaningful change in the near term – without
jeopardizing our ability to retain and build upon our technology
leadership position and create long-term value for our
stockholders."
Barry Rosenstein, managing partner of JANA
Partners, commented, "We support the bold steps the Board and
management are pursuing to enhance stockholder value and are
pleased to have worked constructively with them in this
endeavor."
The
details of the Qualcomm Strategic Realignment Plan are as
follows:
"Qualcomm has been and will continue to be the industry leader in
mobile technologies," said Mr. Mollenkopf. "We have tremendous
advantages and IP leadership, and we are very well positioned to
capitalize on the significant long-term opportunities before us as
mobile computing dramatically expands beyond the smartphone. The
actions we are taking today are designed to ensure that we are
properly structured to seize these opportunities while delivering
improved near-term performance. I have great confidence in our
employees and our ability to implement this new plan and I look
forward to providing our stockholders with quarterly updates on our
progress."
"On
behalf of the Company and the entire Qualcomm Board, I want to
sincerely thank Brent and Duane for their dedication to the
Company, service to stockholders and substantial contributions to
the growth and success of Qualcomm as it has generated significant
shareholder returns during their tenure," said
Dr. Paul Jacobs, Executive Chairman of Qualcomm
Incorporated. "We welcome Mark and Tony to the Board." Dr.
Jacobs further added, "The comprehensive set of initiatives that we
have unveiled today is aimed at enhancing stockholder value and
driving growth as we position Qualcomm for continued success in the
future."
In
connection with the appointments of Messrs. McLaughlin and
Vinciquerra, Qualcomm Incorporated and JANA Partners have entered
into a cooperation agreement, which will be filed with the
Securities and Exchange Commission by the Company.
The
Company will discuss the Strategic Realignment Plan during its
fiscal third quarter results conference call today
at 1:45pm Pacific Time. The accompanying slides can be
found athttp://investor.qualcomm.com/results.cfm.
Biographical information for Mark D. McLaughlin and Tony Vinciquerra
Mark D. McLaughlin is Chairman, President and
Chief Executive Officer of Palo Alto Networks. He joined the
company as President and Chief Executive Officer in August of
2011 and became Chairman of the Board in 2012. He previously
served as President and Chief Executive Officer of Verisign, where
he held a number of key positions from 2000 to 2007. Prior to
Verisign, he was the Vice President of Sales and Business
Development for Signio, a leading Internet payment company, and was
instrumental in driving the acquisition of Signio by Verisign in
1999. Before joining Signio, he was the Vice President of Business
Development for Gemplus, the world's leading smart-card company,
and served as General Counsel of Caere Corporation. Earlier
in his career, he practiced law as an attorney with Cooley Godward
Kronish LLP. President Barack Obama appointed Mr. McLaughlin to serve on
the National Security Telecommunications Advisory Committee (NSTAC)
in January 2011and to the position of Chairman of the NSTAC
in 2014. Mr. McLaughlin currently serves on the Board of Directors
for Opower.
Anthony J. "Tony" Vinciquerra is Senior Advisor to Texas Pacific
Group in the Technology, Media and Telecom sectors, where he
advises TPG on acquisitions and operations. Previously, he was
Chairman and Chief Executive Officer of Fox Networks Group, the
largest and most profitable operating unit of News
Corporation. Prior to joining Fox, he was Executive Vice
President and Chief Operating Officer of Hearst-Argyle
Television. Earlier in his career, he held senior leadership
positions at CBS's television station group and at local television
CBS affiliates in the Northeast. Tony currently serves on the
Board of Directors of companies including Univision Communications,
Inc. and DirecTV. Tony previously served as Lead Independent
Director of Motorola Mobility and as a director of its predecessor
company Motorola.
About Qualcomm
Qualcomm Incorporated (NASDAQ: QCOM) is a world leader in 3G, 4G
and next-generation wireless technologies. Qualcomm Incorporated
includes Qualcomm's licensing business, QTL, and the vast majority
of its patent portfolio. Qualcomm Technologies, Inc., a
wholly-owned subsidiary of Qualcomm Incorporated, operates, along
with its subsidiaries, substantially all of Qualcomm's engineering,
research and development functions, and substantially all of its
products and services businesses, including its semiconductor
business, QCT. For more than 30 years, Qualcomm ideas and
inventions have driven the evolution of digital communications,
linking people everywhere more closely to information,
entertainment and each other. For more information, visit
Qualcomm's website, OnQ blog, Twitter and Facebook pages.
Note Regarding Forward-Looking Statements
In
addition to the historical information contained herein, this news
release contains forward-looking statements that are inherently
subject to risks and uncertainties, including but not limited to
statements regarding our Strategic Realignment Plan and the goals,
expectations, execution and elements of that plan, including
aggressively right-sizing our cost structure, reviewing
alternatives to our corporate and financial structure, reaffirming
our plan to return significant capital to stockholders, adding new
Directors with complementary skills while reducing the average
tenure of the Board of Directors, further aligning executive
compensation with performance, disciplined investment in areas that
further our leadership positions and build upon our core
technologies and capabilities and offer attractive growth
opportunities and returns; our expectation that we will continue to
be the industry leader in mobile technologies; and our being very
well positioned to capitalize on the significant long-term
opportunities before us. Forward-looking statements are generally
identified by words such as "estimates," "guidance," "expects,"
"anticipates," "intends," "plans," "believes," "seeks" and similar
expressions. Actual results may differ materially from those
referred to in the forward-looking statements due to a number of
important factors, including but not limited to risks associated
with our ability to successfully execute our Strategic Realignment
Plan, including our ability to achieve anticipated cost savings in
anticipated timeframes, and to improve our operations and business
and financial results; commercial network deployments, expansions
and upgrades of CDMA, OFDMA and other communications technologies,
our customers' and licensees' sales of products and services based
on these technologies and our ability to drive our customers'
demand for our products and services; competition in an environment
of rapid technological change; our dependence on a small number of
customers and licensees; the continued and future success of our
licensing programs; attacks on our licensing business model,
including current and future legal proceedings or actions of
governmental or quasi-governmental bodies or standards or industry
organizations; the enforcement and protection of our intellectual
property rights; government regulations and policies, or adverse
rulings in enforcement or other proceedings; the commercial success
of our new technologies, products and services; the execution of
our Strategic Realignment Plan; claims by third parties that we
infringe their intellectual property; acquisitions, strategic
transactions and investments; our dependence on a limited number of
third-party suppliers; our stock price and earnings volatility;
risks associated with our indebtedness; our ability to attract and
retain qualified employees; global economic conditions that impact
the mobile communications industry; foreign currency fluctuations
and failures in our products or services or in the products or
services of our customers or licensees, including those resulting
from security vulnerabilities, defects or errors. These and other
risks are set forth in the Company's Quarterly Report on Form 10-Q
for the third quarter ended June 28, 2015 filed with the SEC. Our reports filed
with the SEC are available on our website at www.qualcomm.com. We undertake no
obligation to update, or continue to provide information with
respect to, any forward-looking statement or risk factor, whether
as a result of new information, future events or otherwise.
Qualcomm is a trademark of Qualcomm Incorporated, registered
in the
United States and other countries. All other trademarks
are the property of their respective owners.
Qualcomm Contacts:
Emily Kilpatrick
Corporate Communications
Phone: 1-858-845-5959
email: [email protected]
Warren Kneeshaw
Vice President, Investor Relations
Phone: 1-858-658-4813
e-mail: [email protected]