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 11, 2019, the Board of Directors (the Board) of Broadcom Inc. (the Company) appointed Diane M.
Bryant as an independent director of the Company.
Ms. Bryant, age 56, served as the Chief Operating Officer of Google Cloud
(cloud computing services) from 2017 to 2018, where she focused on accelerating the scale and reach of Google Clouds business, including optimization of the global supply chain, acceleration of customer adoption, and development of
next-generation information technology solutions. Prior to Google Cloud, Ms. Bryant spent 32 years at Intel Corporation, most recently serving as Group President of Intels Data Center Group, the worldwide organization
that develops server, storage and network platforms for the digital services economy, in 2017, having led that group since 2012, and serving as Intels Corporate Vice President and Chief Information Officer, responsible for corporate-wide
information technology solutions and services that enable Intels business, from 2008 to 2012. Ms. Bryant also serves on the board of directors of United Technologies Corporation (UT) and on the U.C. Davis Chancellors
Board of Advisors and U.C. Davis College of Engineering Board of Advisors. Ms. Bryants qualifications to serve on the Board include her more than three decades of experience and executive leadership in the semiconductor industry, in
enterprise IT solution development and deployment, and in advancing cloud computing services worldwide. Ms. Bryant also brings public company board experience, having served on the UT board, and its audit and finance committees, for over
two years.
Ms. Bryant 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, Ms. Bryant received an initial restricted share unit
award with a value of $55,000 on January 11, 2019, her 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 her 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 11, 2019. In addition, Ms. Bryant 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
On January 11, 2019, Donald Macleod, age 70, notified the Board that he will not be standing for
re-election
as a director at the Companys 2019 annual meeting of stockholders. Mr. Macleods departure from the Board is not due to any disagreement between him and the Company.
Mr. Macleod continues to serve as Chairman of the Audit Committee and as a member of the Compensation and Executive Committees.
Committee Changes
Effective January 11, 2019, the Board appointed Eddy W. Hartenstein as the Chairman of the Nominating and Corporate Governance Committee
(in place of James V. Diller who will continue to serve as a member of Nominating and Corporate Governance Committee), and Ms. Bryant and Check K. Low, a current director, as members of the Compensation Committee.
Board and Committee Refreshment
The director appointment and changes to committee composition discussed above, and the appointment of Harry L. You to the Board and Audit
Committee on January 8, 2019, were made with a view to refreshing the Boards capabilities and perspective in its oversight role, consistent with the evolving strategic focus of the Company in technology infrastructure, and are in addition
to, and should be read in conjunction with, the Board and committee leadership changes announced in the Companys Current Report on Form
8-K
filed on December 6, 2018.