Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 6, 2017 (April 5, 2017)



Broadcom Limited

(Exact name of registrant as specified in its charter)




Singapore   001-37690   98-1254807

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


1 Yishun Avenue 7

Singapore 768923

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (65) 6755-7888

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)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.07.       Submission of Matters to a Vote of Security Holders.

On April 5, 2017, Broadcom Limited (the “Company”) held its 2017 Annual General Meeting (“2017 AGM”). Holders of the Company’s ordinary shares and special preference shares, voting as a single class, voted on the following matters:


(1) To elect nine members to the Company’s board of directors (the “Board”);


(2) To approve the re-appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm and independent Singapore auditor for the fiscal year ending October 29, 2017 and to authorize the Audit Committee of the Board to fix its remuneration for services provided through the Company’s 2018 Annual General Meeting of Shareholders (the “2018 AGM”);


(3) To approve the general authorization for the directors of the Company to allot and issue ordinary shares of the Company, as set forth in the notice of, and proxy statement relating to, the Company’s 2017 Annual General Meeting (together, the “Notice and Proxy Statement”);


(4) Non-binding, advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and in the compensation table and accompanying narrative disclosure under “Executive Compensation” in the Proxy Statement;


(5) Non-binding, advisory vote to recommend that a non-binding, advisory vote to approve the compensation of the Company’s named executive officers be put to the shareholders for their consideration every: one; two; or three years, as set forth in the Notice and Proxy Statement.

For each of these proposals a quorum was present. The votes cast in connection with such matters were as follows:


(1) Election of Directors:




   For    Against    Abstain    Broker Non-Votes
(a)    Hock E. Tan    352,432,589    1,537,878    355,486    22,486,027
(b)    James V. Diller    349,886,738    4,046,608    392,607    22,486,027
(c)    Lewis C. Eggebrecht    351,345,880    2,332,064    648,009    22,486,027
(d)    Kenneth Y. Hao    352,259,467    1,673,663    392,823    22,486,027
(e)    Eddy Hartenstein    334,224,135    19,376,145    725,673    22,486,027
(f)    Check Kian Low    352,890,215    1,043,557    392,181    22,486,027
(g)    Donald Macleod    350,735,023    2,944,918    646,012    22,486,027
(h)    Peter J. Marks    353,021,527    655,987    648,439    22,486,027
(i)    Henry S. Samueli    347,513,861    6,456,314    355,778    22,486,027


(2) Re-appointment of PricewaterhouseCoopers LLP:


For   Against   Abstain   Broker Non-Votes
374,465,475     1,933,104   413,401   0


(3) Approval of General Authorization for Directors to Issue Shares:


For   Against   Abstain   Broker Non-Votes
361,816,122   14,610,885   384,973   0

(4) Non-binding Advisory Vote to Approve Named Executive Compensation (the “Say on Pay Vote”):


For   Against   Abstain   Broker Non-Votes
310,098,089   43,773,036   454,828   22,486,027


(5) Non-binding Advisory Vote to Recommend the Frequency of the Say on Pay Vote:


One Year   Two Years   Three Years   Abstain   Broker Non-Votes
331,596,070   177,672   22,165,472   386,606   22,486,160

Each of the director nominees was elected and each of proposals 2-4 was approved by the Company’s shareholders, and the recommended frequency under proposal 5 is one year.


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, thereunto duly authorized.

Date: April 6, 2017


Broadcom Limited
By:   /s/ Thomas H. Krause, Jr.
Name: Thomas H. Krause, Jr.
Title: Vice President and Chief Financial Officer