Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Director Appointment
Effective January 8, 2019, the Board of Directors (the Board) of Broadcom Inc. (the Company) appointed Harry L.
You as an independent director of the Company, and as a member of the Audit Committee.
Mr. You, age 59, is the President, Chief
Financial Officer and a director of GTY Technology Holdings Inc., a public blank check company focusing on the technology industry, including software and services, which raised $552 million in gross proceeds in its initial public offering in
November 2016. From 2008 to 2016, Mr. You served as the Executive Vice President in the Office of the Chairman of EMC Corporation. Mr. You joined EMC in 2008 to oversee corporate strategy and new business development, which included
mergers and acquisitions, joint ventures and venture capital activity. Mr. You was Chief Executive Officer of BearingPoint Inc. from 2005 to 2007 and also served as BearingPoints Interim Chief Financial Officer from 2005 to 2006. From
2004 to 2005, Mr. You served as Executive Vice President and Chief Financial Officer of Oracle Corporation, helping begin Oracles acquisition run with the takeovers of Peoplesoft, Inc. and Retek in 2005. From 2001 to 2004, Mr. You
served as Chief Financial Officer of Accenture Ltd. Mr. You also previously spent 14 years in the financial services industry, including serving as a managing director in the Investment Banking Division of Morgan Stanley. Mr. You
served on the board of directors of Korn/Ferry International, a global executive recruiting company, from 2004 to 2016, and has been a trustee of the U.S. Olympic Committee Foundation since 2016. Mr. Yous qualifications to serve on our
Board include his extensive and varied merger and acquisitions experience, financial and strategic planning expertise, public company financial management experience, and executive leadership roles at various technology-driven companies.
Mr. You will participate in the
non-employee
director compensation arrangements generally
applicable to all of the Companys
non-employee
directors. Under the terms of those arrangements, as currently in effect, Mr. You received an initial restricted share unit award with a value of
$55,000 on January 8, 2019, his first date of service as a director, which will vest in full on the earlier of (i) the first anniversary of the grant date and (ii) the date on which the Companys annual meeting of stockholders
immediately following the grant date is held, subject to his continuing service on the vesting date. The number of shares subject to this award was determined by dividing the value of the award by the average of the Companys per share closing
market prices, as quoted on the Nasdaq Global Select Market, over the 30 calendar days immediately preceding January 8, 2019. In addition, Mr. You will be entitled to receive the annual cash and equity compensation payable to other
non-employee
directors of the Company. Details regarding the Companys
non-employee
director compensation program are set forth in the Companys Current Report on
Form
8-K
filed with the Securities and Exchange Commission on December 6, 2018.
Director Retirement
In addition, pursuant to the Companys Corporate Governance Guidelines, Lewis C. Eggebrecht, having reached the age of 75, offered his
resignation as a director of the Company, to be effective as of the date of the Companys 2019 annual meeting of stockholders. Mr. Eggebrechts offer of resignation was accepted by the Board on January 8, 2019.
Mr. Eggebrechts departure from the Board is not due to any disagreement between him and the Company. Mr. Eggebrecht continues to serve as a member of the Compensation Committee.