DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

BROADCOM INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS


Date:	April 21, 2025		Vote via the Internet www.proxyvote.com Vote by Telephone In the U.S. or Canada (800) 690-6903 Vote by Mail Complete, sign, date and return your proxy card in the postage-paid envelope
Time:	4:00 p.m. Pacific Time
Place:	3421 Hillview Avenue, Palo Alto, California 94304
Record Date:	February 21, 2025
Items of Business:	1.	To elect each of the nine director nominees until the next annual meeting of stockholders or until their successors have been elected.
	2.	To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Broadcom for the fiscal year ending November 2, 2025.
	3.	To hold an advisory vote to approve the named executive officer compensation.
	4.	To transact any other business as may properly come before the meeting or any postponements or adjournments to the Annual Meeting.

These items of business are described more fully in the accompanying proxy statement. On or about March 3, 2025, 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,

LOGO

Hock E. Tan

President, Chief Executive Officer and Director

March 3, 2025

TABLE OF CONTENTS


		Page

Letter from the Chairman of the Board		1

Proxy Statement Summary		2

Corporate Governance		5

Board of Directors		10

Proposal 1: Election of Directors		18

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm		24

Audit Committee Report		26

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation		27

Stockholder Engagement		28

Compensation Discussion and Analysis		31

Compensation Committee Report		48

Executive Compensation		49

CEO Pay Ratio		58

Pay Versus Performance		59

Equity Compensation Plan Information		62

Stockholder Information		63

Certain Relationships and Related Party Transactions		65

Additional Meeting Information		66

Other Information		69

Appendix A – Reconciliation of Non-GAAP Financial Measures		A-1

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 3, 2024 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.

All share and per share amounts presented in this proxy statement have been retroactively adjusted, where applicable, to reflect a 10-for-1 forward stock split effected by Broadcom on July 12, 2024.


		i

LETTER FROM THE CHAIRMAN OF THE BOARD

Dear Broadcom stockholders:

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

Financial Performance

Fiscal 2024 was a transformative year for Broadcom — we generated all-time highs in revenue of $51.6 billion, cash from operations of $20.0 billion and free cash flow of $19.4 billion.

In addition, we are also extremely proud of our market capitalization exceeding $1 trillion for the first time on December 13, 2024.

These achievements would not have been possible without our executives and their strategic vision and leadership in the organic growth of our AI-related products and in closing and integrating our acquisition of VMware during a challenging regulatory and geopolitical environment.

Integration of VMware

We are very pleased that our integration of VMware is almost complete. When we acquired VMware, our goals were to simplify VMware’s product portfolio and business model, invest in innovation and enhance our partner ecosystem. These continue to be our goals and, under the leadership of Hock Tan, President and CEO, we have been working hard to provide our worldwide customers and partners with a simplified go-to-market approach and easy-to-use product offerings that enable our customers to have one of the most secure and resilient private cloud solutions on the market.

Executive Compensation

As mentioned in last year’s proxy statement, to retain and motivate Mr. Tan, the independent members of the Board granted Mr. Tan in fiscal 2023 a PSU award that requires the following to vest: (i) achievement of formidable stock price performance hurdles and (ii) continued service over a five-year vesting period. Mr. Tan’s fiscal 2023 PSU award was front-loaded to cover the market-based value of both his annual cash and long-term incentive opportunities over a period of five years. As a result, Mr. Tan did not receive a cash incentive payout for his fiscal 2024 performance or an annual equity award in fiscal 2024.

We reaffirm that during the five-year vesting period of Mr. Tan’s fiscal 2023 PSU award, we do not intend to grant annual equity awards to Mr. Tan and Mr. Tan will not be eligible to receive annual cash incentive opportunities.

Succession Planning

CEO succession planning is a top priority for the Board, and we continue to be actively engaged in this area. Due to Mr. Tan’s long history of strong leadership and delivering significant stockholder value, our stockholders at our engagement meetings requested more information about the Board’s approach to CEO succession planning. In response to our stockholders, we have provided more information about our approach to CEO succession planning below in “Corporate Governance.”

Stockholder Engagement and Responsiveness

Throughout 2024, we continued our robust stockholder engagement program and met with our stockholders to better understand their perspectives. As noted below in “Stockholder Engagement,” all of the stockholders we met with acknowledged our responsiveness to their concerns in last year’s proxy statement. Engagement with our stockholders is important to us, and we continue to meet with our stockholders to develop appropriate responsive actions that effectively support Broadcom’s long-term growth and strong track record of increasing stockholder value.

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

Sincerely,

LOGO

Henry Samueli, Ph.D.

Chairman of the Board


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PROXY STATEMENT SUMMARY

Your proxy is being solicited by the Board of Directors of Broadcom Inc. (the “Board”) in connection with the 2025 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 3, 2024 (the “2024 Annual Report”) available to stockholders at the close of business on February 21, 2025 (the “Record Date”) on or about March 3, 2025. 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


Proposal		Board Recommendation	Page
1.	To elect each of the nine director nominees until the next annual meeting of stockholders or until their successors have been elected	FOR each director nominee	18
2.	To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Broadcom for the fiscal year ending November 2, 2025	FOR	24
3.	To hold an advisory vote to approve the named executive officer compensation	FOR	27

DIRECTOR NOMINEES

Name

Independent

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Diane M. Bryant

✔

Gayla J. Delly

✔

Kenneth Y. Hao

✔

Eddy W. Hartenstein (Lead Independent Director)

✔

Check Kian Low

✔

Justine F. Page

✔

Henry Samueli, Ph.D. (Chairman of the Board)

✔

Hock E. Tan (President & CEO)

Harry L. You

✔

See “Proposal 1: Election of Directors” below for more information about the Director Nominees.


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FISCAL 2024 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 2024, we delivered TSR of 561%, and our market capitalization increased from $125.7 billion to $789.0 billion.

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*TSR assumes $100 investment in Broadcom common stock on the last trading day of fiscal 2019 and reinvestment of dividends.

In addition, we returned an aggregate of $17.0 billion to our stockholders during fiscal 2024, consisting of $9.8 billion in cash dividends and $7.2 billion in stock repurchases. We also paid $5.2 billion for the elimination of shares withheld to cover employee tax withholding due upon the vesting of net-settled equity awards in fiscal 2024.

Furthermore, our strong free cash flow in fiscal 2024 enabled us to increase our quarterly common stock dividend to $0.59 per share in our first quarter of fiscal 2025, an increase of 11% over the quarterly dividends paid in the fourth quarter of fiscal 2024.

Financial Performance

Our record revenue, cash from operations and free cash flow in fiscal 2024 were driven by the organic growth of our AI-related products and our acquisition and integration of VMware, Inc. (“VMware”).

Due to the organic growth of our AI-related products such as our custom AI accelerators and AI connectivity products, our AI revenue increased 220% from $3.8 billion in fiscal 2023 to $12.2 billion in fiscal 2024 and represented 41% of our fiscal 2024 semiconductor solutions revenue of $30.1 billion. With the integration of VMware almost complete, our VMware products contributed for the first time to our fiscal 2024 infrastructure software solutions revenue of $21.5 billion.



Record Revenue	Record Cash From Operations	Record Free Cash Flow*
$51.6B	$20.0B	$19.4B
+44%YoY	+10%YoY	+10%YoY

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


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Stock Split

In July 2024, we implemented a 10-for-1 forward stock split to make ownership of Broadcom common stock more accessible to our stockholders and employees.

FISCAL 2024 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 2024 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.

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

LOGO


4

CORPORATE GOVERNANCE

We are committed to strong corporate governance and have designed our corporate governance framework to support the long-term interests of our stockholders, as well as our workforce, customers and communities. Some of our key governance practices include the following:



✔	Proxy access	✔	Annual review of Board refreshment and composition

✔	Ability to call special meetings by two or more stockholders holding at least 10% of outstanding shares	✔	Separate Chairman and CEO roles, with a Lead Independent Director

✔	No supermajority voting requirements for bylaw amendments	✔	Strong independent Board — 8 of 9 nominees are independent

✔	No “poison pill”	✔	Annual election of all directors

✔	Annual say-on-pay vote	✔	Majority vote for directors in uncontested election

✔	Robust stock ownership guidelines for all executive officers and directors	✔

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SEC Form DEF 14A filed by Broadcom Inc.