SEC Form DEF 14A filed by Broadcom Inc.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

These items of business are described more fully in the accompanying proxy statement. On or about March 2, 2026, we are mailing to Broadcom’s stockholders at the close of business on the Record Date a Notice of Internet Availability of Proxy Materials.

Your vote is important. Regardless of whether you plan to participate in the Annual Meeting, we encourage you to vote via the Internet, by telephone or by mail to ensure you are represented at the Annual Meeting. Instructions for using these voting methods are set forth on the proxy card or the Notice of Internet Availability of Proxy Materials. Please refer to “Additional Meeting Information” for instructions on how to register for and attend the Annual Meeting.

Important notice of internet availability of proxy materials:

The notice of the annual meeting, proxy statement and annual report are available at https://investors.broadcom.com.

By Order of the Board,

Hock E. Tan

President, Chief Executive Officer and Director

March 2, 2026

TABLE OF CONTENTS

This proxy statement contains forward-looking statements, including statements that address our expected future business and financial performance, and other statements identified by words such as “will,” “expect,” “believe,” “anticipate,” “estimate,” “should,” “intend,” “plan,” “potential,” “predict,” “project,” “aim” and similar words, phrases or expressions. These forward-looking statements are based on current expectations and projections, and involve risks and uncertainties that may cause actual results to differ materially from those contained in such forward-looking statements. These forward-looking statements should be considered in light of the uncertainties that affect our business under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended November 2, 2025 and subsequent filings filed with the Securities and Exchange Commission. We caution readers not to place undue reliance on any forward-looking statements included in this proxy statement, which speak only as of the date of this proxy statement. We undertake no responsibility to update these statements, except as required by law.

LETTER FROM THE CHAIRMAN OF THE BOARD

Dear Broadcom stockholders:

On behalf of the Board, I want to thank you for your continued commitment to Broadcom. I also want to provide you with several updates in connection with the upcoming Annual Meeting. 

Financial Performance

Fiscal 2025 was another strong year for Broadcom. Broadcom achieved record revenue of $63.9 billion, record cash from operations of $27.5 billion and record free cash flow of $26.9 billion.

The momentum for our AI semiconductor solutions continued in fiscal 2025 due to the unprecedented demand for compute and AI infrastructure. AI semiconductor revenue in fiscal 2025 grew 65% year-over-year to $20.2 billion and drove our semiconductor revenue to $36.9 billion. We also released VMware Cloud Foundation 9.0 in June 2025, which drove our infrastructure software revenue to $27.0 billion in fiscal 2025.

Our record achievements in fiscal 2025 are a testament to the steadfast leadership of our executives and their laser-focused execution of our existing and new business models and strategies.

Board Composition

My fellow Board members and I would like to thank Eddy Hartenstein for his invaluable contribution to Broadcom and the Board since joining the Board after the acquisition of Broadcom Corporation in February 2016. After ten years of dedicated service on the Board, including eight years as Lead Independent Director, Mr. Hartenstein will retire from the Board upon the conclusion of his term at the upcoming Annual Meeting.

Continued Leadership

The technology industry is undergoing a profound transformation due to AI and our stockholders have expressed their support in securing the continued leadership of Broadcom President and CEO Hock Tan through this transformation. After careful consideration, the Board granted Mr. Tan a PSU award in September 2025 to extend his leadership of Broadcom through fiscal 2030. More information about Mr. Tan’s new PSU award, as well as his post-vesting holding requirement, is provided below in “Compensation Discussion and Analysis.”

Succession Planning

The Board continues to focus on and be actively engaged in CEO succession planning. We have provided below more information about the Board’s approach to CEO succession planning in “Corporate Governance.”

Stockholder Engagement and Responsiveness

We continued our robust stockholder engagement program in 2025 and met with our stockholders prior to the 2025 annual meeting and after granting Mr. Tan the new PSU award. More information about our engagement with our stockholders and our responsiveness to their concerns is provided below in “Corporate Governance” and “Compensation Discussion and Analysis.”

Your continued support and vote are important to us. We encourage you to read this Proxy Statement and vote your shares.

Sincerely,

Henry Samueli, Ph.D.

Chairman of the Board

PROXY STATEMENT SUMMARY

Your proxy is being solicited by the Board of Directors of Broadcom Inc. (the “Board”) in connection with the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). We are making the Notice of Internet Availability of Proxy Materials (the “Internet Notice”), this proxy statement (the “Proxy Statement”) with the proxy card and our Annual Report on Form 10-K for the fiscal year ended November 2, 2025 (the “2025 Annual Report”) available to stockholders at the close of business on February 24, 2026 (the “Record Date”) on or about March 2, 2026.

This summary highlights information contained elsewhere in this Proxy Statement. We encourage you to review the entire Proxy Statement before voting.

Unless the context otherwise requires, references in this Proxy Statement to “Broadcom,” “we,” “our,” “us” and similar terms are to Broadcom Inc.

PROPOSALS AND BOARD RECOMMENDATIONS

DIRECTOR NOMINEES

FISCAL 2025 HIGHLIGHTS

Total Stockholder Return and Return of Capital

Our total stockholder return (“TSR”) continues to significantly outperform the S&P 500 and our compensation peer group. Over the five-year period through fiscal 2025, we delivered a TSR of 1,082%, and our market capitalization increased from $141.4 billion to $1.7 trillion.

*TSR assumes $100 investment in Broadcom common stock on the last trading day of fiscal 2020 and reinvestment of dividends.

In addition, we returned an aggregate of $13.6 billion to our stockholders during fiscal 2025, consisting of $11.1 billion in cash dividends and $2.5 billion in stock repurchases.

Furthermore, our strong free cash flow in fiscal 2025 enabled us to increase our quarterly common stock dividend to $0.65 per share in our first quarter of fiscal 2026, an increase of 10% over the quarterly dividends paid in fiscal 2025.

Financial Performance

Our record revenue, cash from operations and free cash flow in fiscal 2025 were driven by our AI semiconductor solutions and infrastructure software solutions from our acquisition of VMware, Inc. (“VMware”).

Due to the increase in our custom accelerator business, our AI semiconductor revenue increased 65% from $12.2 billion in fiscal 2024 to $20.2 billion in fiscal 2025 and represented 55% of our fiscal 2025 semiconductor revenue of $36.9 billion. With the strong adoption of our VMware Cloud Foundation, our infrastructure software revenue increased 26% from $21.5 billion in fiscal 2024 to $27.0 billion in fiscal 2025.

    *See Appendix A for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures.

FISCAL 2025 NAMED EXECUTIVE OFFICER COMPENSATION

Our executive compensation program is designed to (i) reward our executive officers for growing and sustaining stockholder value consistent with our long-term strategic plan, (ii) align the interests of our executive officers with the interests of our stockholders and (iii) attract, motivate and retain critical talent in a highly competitive talent market.

In line with our executive compensation program philosophy, design and objectives, 96% of our Chief Executive Officer’s (“CEO”) and 95% of our other named executive officers’ (“NEOs”) average annualized target total compensation in fiscal 2025 is comprised of variable compensation, with a majority tied to long-term stock price performance (based on the annualized value of their equity awards and assuming target performance level attainment) as shown in the charts below. For Mr. Tan, as the PSU award granted to him in fiscal 2023 covers five years of annual equity awards, including fiscal 2025, the long-term incentive component of the CEO chart reflects the annualized value of that PSU award.

See “Compensation Discussion and Analysis — Executive Compensation Program” below for more information.

SUCCESSION PLANNING

Pursuant to the Corporate Governance Guidelines, our Board is responsible for the development and regular review of a comprehensive succession plan for our CEO and senior management. Our Board believes that the full Board, including our CEO, should be actively engaged and involved in CEO and senior management succession planning, with the goal of business and operational continuity and sustaining long-term value for our stockholders.

CEO succession planning is a top priority for our Board. Our Board discusses CEO succession planning regularly during executive sessions and has developed both a longer-term CEO succession plan and an interim contingency CEO succession plan.

Our Board reviews the longer-term CEO succession plan annually. The longer-term CEO succession plan includes the identification and assessment of internal candidates and, as appropriate, the identification of external candidates. The longer-term CEO succession plan is currently focused on the development of high-potential internal candidates identified thus far, maintaining business and operational continuity, and sustaining long-term value for our stockholders.

Our Board, including our CEO, works with our Vice President of Human Resources and an external advisor to assess the skills, experience, achievements and competencies of the internal candidates. This robust assessment provides a thorough review of the internal candidates’ strengths and areas for development and improvement. The purpose of the assessment is to evaluate whether the internal candidates already possess or can develop the skills and attributes that our Board believes are necessary to lead a large global technology company whose market capitalization is greater than $1 trillion and increase stockholder value. The experience, skills and attributes our Board considers necessary to succeed in the CEO position include, among others, strategic vision and leadership, technical expertise, disciplined management of operating costs and expenses, and execution of M&A and other strategic transactions.

Based on the assessment, the external advisor creates a development plan for the internal candidates that is reviewed by our Board, including our CEO, and includes their input and feedback. Throughout the year, the internal candidates are given opportunities and exposure to develop and improve their competencies outside of their area of responsibility and expertise. The internal candidates and senior management also present to our Board at least annually and interact with our Board informally outside of the regularly scheduled Board meetings, which provide our Board with numerous opportunities to meet the internal candidates and senior management. Our Board, including our CEO, annually reviews the development plans and the progress of the internal candidates and provides input and feedback.

The interim contingency CEO succession plan that our Board developed would utilize internal candidates and become effective only in the event our CEO is unexpectedly unable to perform his duties. The interim contingency CEO succession plan is intended to minimize potential disruption to the business and preserve business and operational continuity. Our Board also reviews annually the internal candidates for the interim contingency CEO succession plan and identifies an internal candidate should our CEO unexpectedly become unable to perform his duties.

Our Board, including our CEO, also regularly reviews senior management succession planning and the composition of senior management with our Vice President of Human Resources. If a succession plan is implemented for a member of senior management, our Board would participate in the discussion and consideration of any action with our CEO and Vice President of Human Resources.

CORPORATE RESPONSIBILITY

Our Board, through the NCG Committee, oversees our corporate responsibility program. The NCG Committee receives quarterly updates from management on these matters and regularly updates our Board. Our Board also reviews our annual corporate responsibility report (the “Report”), which includes information about our products that help our customers achieve better performance with less power, our human rights program within our supply chain, our environmental impact and our talented and dedicated workforce. We plan to publish our next Report in March 2026, which will be located in the Corporate Responsibility and the Investor Center sections of our website. The Report and our website are not part of or incorporated by reference into this Proxy Statement.

STOCKHOLDER ENGAGEMENT

Stockholder Engagement Prior to the 2025 Annual Meeting

Our Board values open and ongoing engagement with our stockholders to better understand our stockholders’ views on various matters, including executive compensation, succession planning, risk oversight and corporate responsibility. Our Board engages annually with our stockholders to obtain their feedback and for our Board to consider a range of perspectives.

Prior to the 2025 annual meeting, we contacted our stockholders representing over 52% of our common stock outstanding. Our Compensation Committee Chair, on behalf of our Board, and representatives from the management engagement team met with 13 stockholders representing 35% of our common stock outstanding.

In these meetings, we continued to engage on our executive compensation program and CEO succession planning. All of the stockholders we met with acknowledged our responsiveness to our stockholders’ concerns in the proxy statement for the 2025 annual meeting, which was reflected in the 92% of votes cast in favor of the 2025 Say-on-Pay proposal. All of the stockholders also reiterated their acknowledgment of Mr. Tan’s history of strong leadership that has generated significant stockholder value during the most recent and longer-term performance periods.

Stockholder Engagement After the 2025 Annual Meeting

We proactively contacted our stockholders after the 2025 annual meeting to discuss the PSU award that was granted to Mr. Tan in September 2025 due in part to the support expressed by our stockholders in securing the continued leadership of Mr. Tan. More information about our additional engagement with our stockholders is provided below in “Compensation Discussion and Analysis — Elements of Fiscal 2025 Executive Compensation Program — Long-Term Incentive Compensation — Equity Award Granted to Mr. Tan in Fiscal 2025 — Stockholder Engagement.”

STOCKHOLDER COMMUNICATIONS WITH OUR BOARD

Our stockholders who may wish to communicate with our Board may do so at the following address:

Board of Directors

Broadcom Inc.

c/o Chief Legal and Corporate Affairs Officer

3421 Hillview Avenue

Palo Alto, California 94304

Communications are distributed to our Board or to any individual director, as appropriate, depending on the facts and circumstances outlined in the communication. Communications that are unduly hostile, threatening, illegal or similarly unsuitable will be excluded but will be made available to any director upon such director’s request.

BOARD OF DIRECTORS

Our Board oversees the conduct of our business by senior management and risk management, provides guidance on strategic and business planning, is responsible for succession planning for our CEO and senior management, and ensures that the long-term interests of stockholders are being served.

BOARD MEMBERSHIP

Our Board is currently comprised of nine directors: Diane M. Bryant, Gayla J. Delly, Kenneth Y. Hao, Eddy W. Hartenstein, Check Kian Low, Justine F. Page, Henry Samueli, Ph.D., Hock E. Tan and Harry L. You.

Mr. Hartenstein is not standing for re-election and will serve on our Board until the Annual Meeting. Mr. Hartenstein offered his resignation to our Board upon reaching the age of 75 years pursuant to the Corporate Governance Guidelines, to be effective as of the Annual Meeting. At the Annual Meeting, the size of our Board will be reduced to eight directors.

DIRECTOR INDEPENDENCE

Our Board annually reviews the independence of each director and nominee and considers whether such individual has a material relationship with Broadcom, other members of our Board or our executive officers that could compromise their ability to exercise independent judgment in carrying out their responsibilities. For the purpose of assessing a director’s independence, our Board reviewed transactions and relationships between Broadcom and an entity where a director or nominee serves as a director, executive officer and/or is a beneficial owner, directly or indirectly, of such entity, or where a director or nominee for director serves on a non-employee advisory board of or in a non-employee advisory capacity to such an entity.

Our Board has determined that Dr. Samueli, Mses. Bryant, Delly and Page, and Messrs. Hao, Low and You, representing seven of our eight director nominees, are “independent” directors under the Nasdaq listing standards. Mr. Tan, who serves as our President and CEO, is not deemed an “independent” director. Our Board has determined that Mr. Hartenstein, who will serve as a director until the Annual Meeting, is also an “independent” director.

BOARD LEADERSHIP STRUCTURE

Our Board currently believes that Broadcom and our stockholders are best served by a board leadership structure in which the roles of the CEO and the Chairman of the Board are held by different individuals, and that there be a Lead Independent Director if the Chairman is not independent. Under this structure our CEO is generally responsible for setting Broadcom’s strategic direction and for the day-to-day management of our operations. The independent Chairman and/or the Lead Independent Director, as applicable, provides strong independent leadership to assist our Board in fulfilling its oversight role of management and our risk management practices, approves the agenda for board meetings, and presides over Board meetings and the executive sessions of our independent directors. Our Board annually reviews its leadership structure to determine whether it continues to best serve Broadcom and our stockholders. Currently, Mr. Tan serves as our President and CEO, Dr. Samueli serves as our independent Chairman of the Board and Mr. Hartenstein serves as our Lead Independent Director.

DIRECTOR NOMINATIONS

In accordance with the Corporate Governance Guidelines, our Board seeks individuals to serve as directors who have the highest personal and professional integrity and strength of character, demonstrated exceptional ability and judgment, and have varied skills, experiences and backgrounds appropriate for the business and operations of Broadcom.

When evaluating director candidates, the NCG Committee seeks to ensure that our Board holistically has the requisite skills, experience and expertise, and consist of persons with appropriately varied and independent backgrounds.

The NCG Committee considers all aspects of a candidate’s qualifications in the context of Broadcom’s needs, including:

The NCG Committee will consider nominee recommendations from its members, other Board members and members of our management, as well as nominees recommended by our stockholders. Nominees recommended by our stockholders will be evaluated in the same manner as any other candidate for election (other than the directors standing for re-election). The NCG Committee has from time to time also engaged third-party search firms to assist in identifying and evaluating possible candidates.

See “Additional Meeting Information — Questions and Answers Relating to Proxy Materials and the Annual Meeting” below for information on the requirements for director nominations, including nominations using proxy access.

DIRECTOR ATTENDANCE AND MEETINGS

The Corporate Governance Guidelines provide that each director is expected to attend all meetings of our Board and of each committee on which the director is a member and the annual meetings of stockholders. Our Board held 11 meetings during fiscal 2025 and our independent directors met at regularly scheduled executive sessions without management present. Each director attended at least 75% of the aggregate number of meetings of our Board and all committees of our Board on which the director served during fiscal 2025. All of the director nominees attended the 2025 annual meeting.

BOARD EVALUATIONS

Our Board is committed to reviewing its performance through an annual evaluation process, which is overseen by the NCG Committee. Through the evaluations, our directors provide feedback on our Board and its committees and assess their composition, processes and overall effectiveness. The Chairman of the Board, and if applicable, the Lead Independent Director, report the results to our full Board and the Chairs of each committee report the results to their respective committees. Any findings that require consideration are addressed at subsequent Board and committee meetings, as appropriate.

BOARD RISK OVERSIGHT

Our Board believes that evaluating Broadcom’s key risks is one of its most important areas of oversight. Our Board regularly reviews and discusses with management key strategic and operational risks, including those related to operations, liquidity, credit, cybersecurity, artificial intelligence (“AI”), compensation programs, workforce retention, and CEO and senior management succession.

We have an enterprise risk management program that is managed by our internal audit function, and our internal audit function works closely with our Board, CEO and senior management to identify, evaluate and manage risks, as well as our responses to those risks. Our internal audit function also reports at least annually to the Audit Committee the results of its annual risk assessment, including its assessment of the likelihood and severity of identified risks and the actions taken to monitor emerging risks, and coordinates cross-functionally on the risk mitigation efforts.

In addition, each Board committee is responsible for the oversight of specific areas of risk and reports regularly to our Board on matters relating to those risks. Management reports, at least annually, on our risks and risk management practices to the relevant committees and the full Board.

Cybersecurity Risk Management

Our Board is actively involved in overseeing our cybersecurity risk management and shares oversight responsibility and processes with the Audit Committee. Our management, including our Chief Information Officer (“CIO”), in consultation with our Chief Information Security Officer, reviews with the Audit Committee quarterly (or more frequently if necessary or advisable) our cybersecurity policies, practices and protective measures, threat intelligence, cybersecurity incidents and related risks. At least quarterly, our CIO also provides the Audit Committee with an update on our enterprise security program that includes procedures and policies for testing vulnerabilities, responding to cybersecurity threats, and training and evaluating our employees. The Audit Committee and management also update our Board at least quarterly on our cybersecurity performance and risk profile and the effectiveness of our cybersecurity processes. We also have protocols in place for escalating certain cybersecurity incidents to the Audit Committee and our Board.

Compensation Risk Assessment

The Compensation Committee, in consultation with Meridian Compensation Partners, LLC (“Meridian”), conducts an annual review of our compensation policies and practices for our employees to assess the risks associated with such policies and practices. The Compensation Committee considered risk-mitigating factors in its review, such as our compensation policies and practices that balance short-term and long-term goals and awards and provide a mix of cash and equity components in the annual total compensation (as described below in “Compensation Discussion and Analysis” and “Executive Compensation”). The Compensation Committee also considered the stock ownership guidelines, hedging and pledging prohibitions, as well as any limited exception approved by the NCG Committee and our Board, and its own oversight process that consists of directors who are independent. Based upon this risk assessment, the Compensation Committee concluded that our compensation program does not create risks that are reasonably likely to have a material adverse effect on Broadcom.

BOARD COMMITTEES

Our Board has the following committees: Audit Committee, Compensation Committee, NCG Committee and Executive Committee. The Audit Committee, the Compensation Committee and the NCG Committee each operate under a charter that satisfies the applicable rules of the SEC and the Nasdaq listing standards. The charters for all four committees are available in the “Investor Center — Corporate Governance” section of our website. Stockholders may also request a copy from Investor Relations, Broadcom Inc., 3421 Hillview Avenue, Palo Alto, California 94304.

The current members and chairs of the committees are provided below.

t Member  ❖ Chair

Audit Committee

Each member of the Audit Committee meets the audit committee independence requirements under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mses. Delly and Page and Mr. You are audit committee financial experts under applicable SEC rules and have the requisite financial sophistication required by applicable Nasdaq rules.

Compensation Committee

Each member of the Compensation Committee meets the compensation committee independence requirements under the applicable rules and regulations of the SEC and Nasdaq, and is a non-employee director within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee, Ms. Bryant and Messrs. Hartenstein, Low and You, are not and have never been officers or employees of Broadcom. During fiscal 2025, none of our executive officers served on the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or the Compensation Committee.

Nominating and Corporate Governance Committee

Each member of the NCG Committee is independent in accordance with the applicable Nasdaq rules and regulations.

Executive Committee

The Executive Committee is comprised of our CEO, the Chairman of the Board and such other directors as our Board appoints.

DIRECTOR COMPENSATION

On an annual basis, the Compensation Committee reviews the non-employee director compensation, with input from its independent compensation consultant regarding market practice and the competitiveness of the non-employee director compensation. Our Board approves any changes to the non-employee director compensation after considering the recommendations of the Compensation Committee and based on its own review. Our non-employee directors receive cash and equity compensation in consideration for their service on our Board, as set forth in more detail below. Our non-employee directors do not participate in any company pension plan or deferred compensation plan. We do not compensate Mr. Tan for his service on our Board or any committee of our Board.

Cash Compensation

For fiscal 2025, our non-employee directors were entitled to receive the following annual cash compensation, payable quarterly:

In addition, we reimburse or pay non-employee directors for travel and other out-of-pocket expenses related to their attendance at Board and committee meetings, the annual meeting of stockholders and other Board-related travel undertaken at our request.

Equity Compensation

For fiscal 2025, our non-employee directors were also entitled to receive the following equity awards:

To determine the number of shares of Broadcom common stock granted pursuant to such awards, the value of the award is divided by the average closing price quoted on the Nasdaq Global Select Market over 30 calendar days immediately preceding the grant date. These RSU awards vest in full on the earlier of (i) the first anniversary of the grant date or (ii) the date on which the annual meeting of stockholders immediately following the grant date is held, subject to the director’s continued service on our Board.

In December 2025, the Compensation Committee and its independent compensation consultant recommended to our Board, and our Board approved, increasing the equity compensation granted to our non-employee directors such that our non-employee directors will be entitled to receive an initial RSU award and an annual RSU award, each with a target value of $295,000, subject to the same terms and conditions as described above.

Director Compensation for Fiscal 2025

The following table sets forth the compensation earned by our non-employee directors during fiscal 2025.

The table below shows the aggregate number of shares of Broadcom common stock underlying outstanding RSU awards held by our non-employee directors as of November 2, 2025:

PROPOSAL 1:

ELECTION OF DIRECTORS

DIRECTOR NOMINEES

Our Board is currently comprised of nine directors and our directors are to be elected each year at the annual meeting of stockholders. As Mr. Hartenstein is not standing for re-election, his term will end at the Annual Meeting and the size of our Board will be reduced to eight directors. Upon the recommendation of the NCG Committee, our Board nominated the eight individuals below for election as directors, all of whom are currently directors of our Board. Stockholders may not vote their proxies for a greater number of persons than the number of director nominees provided below.

Our Board expects that each of the director nominees will be available to serve as a director. In the event a director nominee resigns or otherwise becomes unwilling or unable to serve after the mailing of the Internet Notice but before the Annual Meeting, our intention would be to make a public announcement of such resignation and either reduce the size of our Board or appoint a substitute nominee, in accordance with our Amended and Restated Bylaws (the “Bylaws”). If we reduce the size of our Board, this would reduce the number of nominees to be elected at the Annual Meeting and the votes received for such director would not be counted. In the event that we instead propose to elect a substitute nominee at the Annual Meeting to fill any such vacancy, it is intended that the shares represented by the proxy will be voted for such substitute nominee.

Our Board believes that each director nominee has the experience, qualifications, integrity and understanding of our business and industries required for service on our Board. The demographic background of the director nominees includes ethnicity (four directors) and gender (three directors). Our Board believes that the director nominees collectively reflect an appropriate mix of tenure, skill sets, backgrounds and perspectives, experience and qualifications that are relevant to Broadcom’s business strategy and governance. Our Board, in consultation with the NCG Committee, also believes that each director nominee has demonstrated the willingness and the ability to dedicate sufficient time and attention to fulfill the responsibilities required as a director and that any service with other public companies does not and will not impact service on our Board.

Director Qualifications, Skills and Experience

The biographical information of each director nominee provided below is as of February 24, 2026.

Our Board recommends a vote FOR the election of each of the director nominees.

PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent auditors retained to audit our consolidated financial statements. The Audit Committee has reappointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for fiscal 2026. Our Board and the Audit Committee believe that the continued retention of PwC is in the best interests of Broadcom and our stockholders. We expect a representative from PwC to be present at the Annual Meeting. This representative will have the opportunity to make a statement if the representative so desires and is expected to be available to respond to appropriate questions.

Our stockholders are not required to ratify the appointment of PwC as our independent registered public accounting firm. However, we are submitting the appointment of PwC to our stockholders for ratification as a matter of good corporate practice. In the event of a negative vote, the Audit Committee will reconsider whether or not to continue to retain PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of Broadcom and our stockholders.

AUDIT AND RELATED FEES

Set forth below are the fees for all services rendered by PwC to Broadcom for fiscal 2025 and 2024.

Audit Fees consist of fees billed for professional services provided in connection with the integrated audit of our annual consolidated financial statements, which includes an audit of internal controls over financial reporting, the review of our quarterly consolidated financial statements, and audit services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, such as statutory audits, comfort letters and consents.

Audit-Related Fees consist of fees billed for assurance and related services by PwC that are reasonably related to the performance of the audit or review of our consolidated financial statements and not included in Audit Fees. In fiscal 2024, these fees included services related to the VMware acquisition.

Tax Fees consist of fees billed for professional services for tax compliance and tax consulting. Corporate tax services encompass a variety of permissible services, including assistance with transfer pricing documentation, local tax compliance matters, tax audits and tax credit documentation.

All Other Fees consist of fees for professional services rendered by PwC for permissible non-audit services, which include services for various licenses related to general and specialized accounting research software.

In considering the nature of the services provided by PwC, the Audit Committee determined that the provision of these services is compatible with maintaining the independence of PwC. The Audit Committee discussed these services with PwC and our management to determine that they are permitted under the rules and regulations concerning independent registered public accounting firms’ independence promulgated by the SEC, as well as by the American Institute of Certified Public Accountants.

Other than as stated above, no fees were billed to Broadcom by PwC for fiscal 2025 and 2024.

AUDIT COMMITTEE PRE-APPROVAL OF SERVICES POLICY

All engagements with our independent registered public accounting firm, regardless of amount, must be authorized in advance by the Audit Committee. The Audit Committee has delegated its pre-approval authority to the Audit Committee Chair, provided that any matters approved in such manner are presented to the Audit Committee at its next regularly scheduled meeting. Pursuant to the charter of the Audit Committee, committee approval of non-audit services (other than review and attest services) is not required if such services fall within available exceptions established by the SEC. However, to date, the Audit Committee’s policy has been to review for pre-approval all services provided by our independent registered public accounting firm. The independent registered public accounting firm and our management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with the Audit Committee’s pre-approval and the fees for the services performed to date.

During fiscal 2025 and 2024, all services provided to Broadcom by PwC were pre-approved by the Audit Committee.

Our Board recommends a vote FOR the ratification of appointment of

PricewaterhouseCoopers LLP as the independent registered public accounting firm

of Broadcom for fiscal 2026.

AUDIT COMMITTEE REPORT

The Audit Committee is responsible for assisting the Board with its oversight responsibilities regarding the following:

Fiscal 2025 Financial Statements

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed Broadcom’s financial statements for fiscal 2025 with management and PwC. In addition, the Audit Committee discussed with PwC, with and without management present, Broadcom’s internal controls over financial reporting and the overall quality of Broadcom’s financial reporting. The Audit Committee also discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

Based on the Audit Committee’s review and discussions noted herein, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements for fiscal 2025 be included in the 2025 Annual Report for filing with the SEC.

Independence and Pre-Approval Policy

The Audit Committee also received a written report from PwC required by the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence from Broadcom.

The Audit Committee’s policy is to review for pre-approval all audit and permissible non-audit services provided by Broadcom’s independent registered public accounting firm. The Audit Committee reviewed and pre-approved all audit and non-audit services performed by PwC during fiscal 2025.

Independent Auditor Tenure and Rotation

As part of the engagement process, the Audit Committee considers whether to rotate the independent registered public accounting firm. PwC has been Broadcom’s independent registered public accounting firm since 2006. The Audit Committee believes there are significant benefits to having PwC as Broadcom’s independent registered public accounting firm. These include:

The Audit Committee also oversees the process for the selection of the lead audit engagement partner every five years. At the Audit Committee’s instruction, PwC selects candidates to be considered for this role, who are then interviewed by Broadcom’s senior management and the Audit Committee. The Audit Committee then considers and votes on the selection.

The Audit Committee and the Board approved the appointment of PwC as Broadcom’s independent registered public accounting firm for the fiscal year ending November 1, 2026.

AUDIT COMMITTEE

Gayla J. Delly, Chair

Justine F. Page

Harry L. You

PROPOSAL 3:

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the compensation of our NEOs as described in “Compensation Discussion and Analysis” and in the compensation tables and accompanying narrative disclosure under “Executive Compensation” in this Proxy Statement. We currently hold the say-on-pay vote annually and expect the next say-on-pay vote will occur at the 2027 annual meeting of stockholders.

Our executive compensation program is designed to (i) reward our executive officers for growing and sustaining stockholder value consistent with our long-term strategic plan, (ii) align the interests of our executive officers with the interests of our stockholders and (iii) attract, motivate and retain critical talent in a highly competitive talent market.

In line with our executive compensation program philosophy, design and objectives, our NEOs’ short-term and long-term incentives are designed to be difficult to attain and require substantial effort to achieve, as demonstrated by the goals to achieve aggressive financial results and significantly increase stockholder value.

Fiscal 2025 was another record year for Broadcom due to our NEOs. We generated record revenue of $63.9 billion, cash from operations of $27.5 billion and free cash flow of $26.9 billion in fiscal 2025. Our Board believes that the steadfast leadership of our NEOs and their laser-focused execution of our existing and new business models and strategies were key to our achievements in fiscal 2025.

Accordingly, our stockholders are being asked to approve the following resolution:

“RESOLVED THAT stockholders approve, on an advisory basis, the compensation of Broadcom’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and in the compensation tables and accompanying narrative disclosure under “Executive Compensation” in this Proxy Statement.”

In deciding how to vote on this proposal, we encourage our stockholders to read the “Compensation Discussion and Analysis” and “Executive Compensation” sections in this Proxy Statement.

While the vote on this resolution is advisory and not binding, the Compensation Committee and our Board value input from our stockholders and will consider the outcome of the vote on this resolution when considering future executive compensation decisions.

Our Board recommends a vote FOR approval of

the named executive officer compensation on an advisory basis.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) discusses the philosophy, design and objectives that guided decisions under our fiscal 2025 executive compensation program. While this CD&A primarily covers the fiscal 2025 compensation of our NEOs, the strategies underlying our compensation philosophy extend throughout Broadcom and are designed to create long-term stockholder value.

The NEOs, who were our only executive officers in fiscal 2025, are provided below:

OVERVIEW

Our executive compensation program is designed to (i) reward our executive officers for growing and sustaining stockholder value consistent with our long-term strategic plan, (ii) align the interests of our executive officers with the interests of our stockholders and (iii) attract, motivate and retain critical talent in a highly competitive talent market.

Our distinctive approach in granting multi-year performance-based equity awards continues to be highly effective, helping us deliver exceptional results to our stockholders. Our TSR of 34,330% since 2009 has significantly outperformed that of our peer companies and has placed us in the top 1% of S&P 500 companies during that period.

We strongly believe our equity-focused pay-for-performance strategy keeps our executive officers and employees in critical areas engaged and motivated, as evidenced by our low global voluntary attrition rate, which has consistently been below the technology industry benchmark.

In line with our executive compensation program philosophy, design and objectives, more than 90% of our executive officers’ total compensation is comprised of variable compensation. Our executive officers’ short-term incentives and long-term incentives in the form of PSU awards are subject to challenging and rigorous goals designed to achieve aggressive financial targets and significantly increase stockholder value.

Fiscal 2025 Highlights

Total Stockholder Return and Return of Capital

Our TSR continues to significantly outperform the S&P 500 and our compensation peer group. Over the five-year period through fiscal 2025, we delivered TSR of 1,082% and our market capitalization increased from $141.4 billion to $1.7 trillion.

*TSR assumes $100 investment in Broadcom common stock on the last trading day of fiscal 2020 and reinvestment of dividends.

In addition, we returned an aggregate of $13.6 billion to our stockholders during fiscal 2025, consisting of $11.1 billion in cash dividends and $2.5 billion in stock repurchases.

Furthermore, our strong free cash flow in fiscal 2025 enabled us to increase our quarterly common stock dividend to $0.65 per share in our first quarter of fiscal 2026, an increase of 10% over the quarterly dividends paid in fiscal 2025.

Financial Performance

Our record revenue, cash from operations and free cash flow in fiscal 2025 were driven by our AI semiconductor solutions and infrastructure software solutions from our acquisition of VMware.

Due to the increase in our custom accelerator business, our AI semiconductor revenue increased 65% from $12.2 billion in fiscal 2024 to $20.2 billion in fiscal 2025 and represented 55% of our fiscal 2025 semiconductor revenue of $36.9 billion. With the strong adoption of VMware Cloud Foundation, our infrastructure software revenue increased 26% from $21.5 billion in fiscal 2024 to $27.0 billion in fiscal 2025.

Record Revenue		Record Cash From Operations		Record Free Cash Flow*
$63.9B		$27.5B		$26.9B
+24%YoY		+38%YoY		+39%YoY

*See Appendix A for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures.

EXECUTIVE COMPENSATION PROGRAM

Total Compensation Components

Our executive compensation program is designed to keep our executive officers’ total compensation competitive with the compensation of executives in comparable positions at companies in our compensation peer group. The Compensation Committee and our Board believe long-term equity incentives are necessary to attract, motivate and retain our executive officers and to align the interests of our executive officers with the interests of our stockholders. As a result, the total target cash compensation (base salary and short-term incentives) for our executive officers is significantly lower than the median of the competitive market. However, in combination with long-term incentives, the total compensation for our executive officers can exceed the median of the competitive market upon achieving or exceeding performance goals.

Our annual total compensation for our executive officers consists of three principal components:

Fiscal 2025 Total Compensation Components

Target total compensation consists of (i) base salary, (ii) target STI under the Annual Performance Bonus Plan (“APB Plan”) and (iii) target LTI in the form of RSU and PSU awards based on the fair market value on the grant date (assuming target performance level attainment), as applicable.

Mr. Tan received a front-loaded PSU award in fiscal 2023 that covers five years of annual STI payouts and five years of annual equity awards, including for fiscal 2025 (the “2023 Tan PSU Award”). Accordingly, Mr. Tan did not receive an annual cash incentive payout under the APB Plan for fiscal 2025. In fiscal 2025, Mr. Tan received the 2025 Tan PSU Award (as defined below), which covers his annual LTI for fiscal 2028 through fiscal 2030. The LTI component of the CEO chart below reflects the annualized value of the 2023 Tan PSU Award assuming target performance level attainment.

Dr. Kawwas did not receive an annual equity award in fiscal 2025 because he received a front-loaded PSU award in fiscal 2023 that covers five years of his annual equity awards (the “2023 Kawwas PSU Award”). The LTI component of the Other NEOs Average chart below reflects the annualized value of the 2023 Kawwas PSU Award assuming target performance level attainment. In addition, the Other NEOs Average chart below reflects the target LTI value of Ms. Spears’ and Mr. Brazeal’s annual equity awards that commenced vesting in fiscal 2025.

As shown in the charts below, 96% of our CEO’s and 95% of our other NEOs’ average annualized target total compensation in fiscal 2025 is comprised of variable compensation, with a majority tied to long-term stock price performance (based on the annualized value of their equity awards and assuming target performance level attainment).

Compensation Philosophy and Objectives

Our executive compensation program does not follow a “one-size-fits-all” approach as the Compensation Committee and our Board believe an effective compensation program should be designed to effectively support Broadcom’s growth opportunities to deliver sustained stockholder value. Our compensation philosophy prioritizes long-term value creation over short-term gains, and we believe our distinctive approach in granting multi-year equity awards continues to be highly effective in achieving these goals. Attracting, motivating and retaining critical talent are crucial for Broadcom’s ongoing success, and thus, fundamental objectives of our executive compensation program. The philosophy and objectives below inform the design of our executive compensation program.

Pay-for-Performance

We encourage our executive officers to focus on the achievement of our challenging and rigorous pre-established corporate financial and operational performance goals and increasing stockholder value. We design our incentive compensation opportunities to reward the achievement of rigorous pre-established annual performance goals and long-term stockholder value creation, and to recognize the contributions and performance of each executive officer. Our primary focus for long-term equity awards is on actual pay delivered in relation to stockholder value creation, with accounting grant date fair value as a guideline for competitive alignment.

Alignment with Stockholders

We align the interests of our executive officers with those of our stockholders by linking a majority of target total compensation opportunity to stockholder returns in the form of PSU awards that are subject to the attainment of pre-established performance-based objectives. For our CEO and, since fiscal 2023, our President, Semiconductor Solutions Group, all of their equity awards are in the form of PSU awards. For our other NEOs, half of their equity awards are in the form of PSU awards at target and the other half are in the form of RSU awards, where the delivered value fluctuates based on our stock price performance.

Attract, Motivate and Retain

Broadcom operates in the extremely competitive Silicon Valley region for executive talent, particularly in the technology sector. Our executive compensation program is designed to contend in this highly competitive talent market to attract qualified, experienced and talented executive officers. We motivate, retain and reward these executive officers, whose skills, knowledge and performance are crucial to our ongoing success.

Equity awards, especially multi-year equity awards, are a long-term retention tool for our executive officers. When granting equity awards or when recommending to the independent directors an equity award grant to our CEO, the Compensation Committee considers each executive officer’s role, criticality, responsibilities, experience, expertise and overall value to Broadcom, as well as how much unvested equity the executive officer holds as an indicator of retention risk.

This pay-for-performance strategy keeps our executive officers and other employees in critical areas engaged and motivated, as evidenced by our global voluntary attrition rate of approximately 4.1% in fiscal 2025, which continues to be below the technology industry median of 10.1% (AON, 2025 Salary Increase and Turnover Study — First Edition, May 2025). This low global voluntary attrition rate has helped Broadcom become a leading technology company, achieve record financial results and deliver significant stockholder value.

*Excludes employees who joined as a result of the VMware acquisition.

Executive Compensation Governance

The table below highlights our key executive compensation program governance practices.

Say-on-Pay

Our stockholders expressed strong support for our 2024 executive compensation program and acknowledged our responsiveness to our stockholders’ concerns in the proxy statement for the 2025 annual meeting, as demonstrated by the 92% of votes cast in favor of the 2025 Say-on-Pay proposal.

The Compensation Committee values open and ongoing engagement with our stockholders regarding our executive compensation program. Prior to the 2025 annual meeting, we contacted our stockholders representing 52% of our common stock outstanding. Our Compensation Committee Chair, on behalf of our Board, and representatives from the management engagement team met with 13 stockholders representing 35% of common stock outstanding. The feedback received from our stockholders at these meetings was discussed with the Compensation Committee and our Board. More information about our engagement with our stockholders prior to the 2025 annual meeting is provided above in “Corporate Governance — Stockholder Engagement.”

Internal Pay Parity

While we do not maintain a formal policy regarding internal pay parity, it is considered by the Compensation Committee and the independent directors when determining compensation.

Consistent with market practice and competitive market benchmarking, our CEO is compensated at a higher level than our other executive officers due to his higher level of experience, responsibility, accountability and peer market benchmarks. Given Mr. Tan’s responsibility for Broadcom’s overall performance, the independent directors believe weighting his total compensation more heavily toward long-term, performance-based incentive compensation is consistent with market practice, appropriately reflects his contributions and directly aligns his incentives with the interests of our stockholders. Accordingly, Mr. Tan receives more of his total compensation in the form of LTI compensation through PSU awards as compared to our other executive officers.

Stock Ownership Guidelines

The Compensation Committee has established robust stock ownership guidelines for our executive officers, as outlined below. Shares owned outright or beneficially owned in a trust, as well as unvested RSU awards and earned-but-unvested PSU awards, count towards satisfying the stock ownership guidelines. Shares subject to stock options, if granted, do not count toward satisfying the stock ownership guidelines. Our executive officers are expected to satisfy the applicable guidelines within five years of the date on which they become an executive officer and to maintain at least such minimum value in shares of common stock while they remain an executive officer. Based on the closing price of Broadcom common stock on the Record Date, all of our NEOs are in compliance with the stock ownership guidelines.

Compensation Clawback Policy

Based on the recommendation of the Compensation Committee, our Board has put in place a comprehensive clawback policy in compliance with SEC and Nasdaq rules. Our clawback policy requires the repayment of certain cash and equity-based incentive compensation received by current or former executive officers in the event of a restatement of financial statements if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements.

Role of the Compensation Committee

The Compensation Committee devotes extensive time throughout the year to our executive compensation program to ensure that it aligns executive compensation with corporate performance and rewards our executive officers for pursuing corporate financial, operational and strategic goals that will continue Broadcom’s ongoing success and increase long-term stockholder value.

The Compensation Committee reviews and approves the compensation of our executive officers, except our CEO, for whom the Compensation Committee makes recommendations for review and approval by the independent directors.

Individual Executive Compensation Assessment

In addition to market compensation data provided by its independent compensation consultant, the Compensation Committee (and, in the case of our CEO, the independent directors) considers the following factors, among others, when determining the compensation of each executive officer:

This information enables the Compensation Committee and the independent directors to assess the long-term retentive value and total compensation delivered to our executive officers.

The Compensation Committee does not consider the accounting or tax implications of compensation awarded to our executive officers when making executive compensation decisions. The primary drivers of the individual compensation decisions are the competitive talent-market and our pay-for-performance philosophy.

Compensation Risk Oversight

While our Board has overall responsibility for risk oversight, the Compensation Committee, with the assistance of its independent compensation consultant, annually reviews and discusses the risks that relate to our compensation policies and practices, including incentive and commission arrangements below the executive level.

Role of Compensation Consultant

Meridian provided consulting services on executive and non-employee director compensation-related matters to the Compensation Committee and the independent directors in fiscal 2025, including competitive market compensation data analyses. Meridian also provided the Compensation Committee periodic updates on regulatory developments and market trends related to executive and non-employee director compensation. Meridian did not provide any other services to Broadcom in fiscal 2025.

The Compensation Committee assessed the independence of Meridian pursuant to SEC and Nasdaq rules and concluded that Meridian is independent and its work for the Compensation Committee and the independent directors do not raise any conflict of interest.

Competitive Market Positioning

The Compensation Committee, in consultation with its independent compensation consultant, develops a meaningful compensation peer group for purposes of understanding competitive market compensation practices. The compensation peer group is evaluated annually and updated as necessary based on revenue, market capitalization and relevant industries as further described below. The Compensation Committee also considers a broader review of global enterprises of similar size, scale and operational complexity, reflecting the scarce market for executive talent from which we actively recruit and to which we are most at risk. The compensation peer group is utilized for comparative purposes only. The Compensation Committee does not benchmark any pay elements or target total compensation to a specific percentile. In the absence of relevant peer group data, the Compensation Committee reviews industry-based market pay survey data.

Our established selection criteria is outlined below:

Based on this holistic assessment, the Compensation Committee, in consultation with Meridian, approved the compensation peer group below for fiscal 2025. Mastercard Incorporated and Visa Inc. were removed to better reflect Broadcom’s relevant technology industry peers. Alphabet Inc. and Apple Inc. were added as they met one or more of the established criteria and reflected the limited selection of similarly-sized global enterprises that both matched our scale and compete directly in our talent market.

ELEMENTS OF FISCAL 2025 EXECUTIVE COMPENSATION PROGRAM

The principal elements of our executive compensation program are:

Base Salary

Base salaries provide fixed compensation and are set at levels intended to reflect each executive officer’s level and scope of responsibility and contributions, while also taking into account internal pay parity among our executive officers. While generally set significantly lower than the competitive market median, base salaries are still within a competitive range for similar positions at the companies in our compensation peer group and/or market survey data.

The base salaries of our executive officers are reviewed annually by the Compensation Committee, and our CEO makes recommendations to the Compensation Committee with respect to base salary adjustments for our executive officers (other than himself). Based on this review, the Compensation Committee did not approve any base salary increases for our NEOs in fiscal 2025. Our CEO has not received a base salary increase since 2020 and our other NEOs have not received an increase since 2022.

Annual Cash Incentive Bonus Plan

The Compensation Committee believes that a significant portion of our executive officers’ target total compensation should be dependent upon Broadcom’s performance. Our executive officers are eligible to earn annual cash incentives under the APB Plan. The APB Plan is designed to encourage and motivate our executive officers to achieve our overall fiscal year corporate financial goals, divisional goals where appropriate, and to drive positive contributions to Broadcom’s growth and performance.

Each executive officer is assigned a target annual cash incentive opportunity under the APB Plan, expressed as a percentage of such executive officer’s base salary. The Compensation Committee considers compensation peer group and market data in determining an executive officer’s target annual cash incentive opportunity. With respect to our CEO, the Compensation Committee provides such information in its recommendation to the independent directors.

The target annual cash incentive opportunities for our NEOs remained unchanged in fiscal 2025 as compared to fiscal 2024. Our CEO did not receive an APB Plan payout in fiscal 2025 and the independent directors do not intend to provide our CEO with an annual cash incentive opportunity through fiscal 2027. As discussed in the proxy statement for the 2024 annual meeting, the 2023 Tan PSU Award was front-loaded to cover five years of annual cash incentive opportunities under the APB Plan and five years of annual equity awards.

Fiscal 2025 APB Plan

For fiscal 2025 three primary pillars were established under the APB Plan as outlined below.

Annual cash incentive bonuses under the APB Plan are calculated as follows based on the performance components above and payable in cash:

Corporate Financial Goals

In December 2024, the Compensation Committee reviewed the structure of the APB Plan, including the metrics, targets and applicable adjustments. Following consultation with management and considering Broadcom’s financial plan and strategic objectives, the Compensation Committee recommended, and the independent directors approved, the first pillar under the APB Plan — the corporate financial goals. For fiscal 2025, revenue and adjusted non-GAAP operating income were selected as the metrics as they are readily measurable, comparable to peers, relevant to investors and, most importantly, short-term indicators of long-term value creation. The target levels were designed to require substantial effort to achieve and drive a significant increase in stockholder value with the same level of rigor as in prior performance periods. The APB Plan caps the payout at 150% of the target bonus opportunity for each component of the corporate financial goals. Each goal carried an equal weighting of 50% of the corporate financial goal pillar.

The corporate financial goals for the fiscal 2025 APB Plan are set forth below.