BROADCOM INC (AVGO)
Sector: Information Technology
2026 Annual Meeting Analysis
BROADCOM INC · Meeting: April 20, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Independent director with strong technology and semiconductor experience; no overboarding concerns (2 outside boards); TSR trigger does not apply as AVGO outperformed its peer group by +380pp over 3 years, far exceeding the 50pp threshold for strong positive TSR.
Certified public accountant and former CEO with deep finance expertise; serves on 2 outside boards; no concerns under any policy screen, and TSR outperformance is exceptional across her tenure since 2017.
Joined the board in 2024, making him exempt from the TSR trigger under the 24-month new-director exemption; brings strong technology investment and deal-making expertise from his role at Silver Lake.
Long-serving independent director since 2016 with relevant finance and global business expertise; no overboarding issues; TSR trigger does not apply given AVGO's exceptional outperformance of its peer group.
Independent director with accounting and semiconductor finance background including former CFO role; serves on audit committee where her financial expertise is well-suited; no policy flags triggered.
Co-founder of Broadcom Corporation and current independent Chairman with deep semiconductor and technology expertise; TSR trigger does not apply given extraordinary outperformance; note that a share pledging arrangement was approved by the board for personal development purposes, which is a minor governance flag but does not trigger a No vote under policy.
CEO and director since 2006 subject to the same TSR trigger as other directors; the trigger does not apply as AVGO's 3-year TSR of +456% outperforms the peer group median of +76% by +380pp, well above the 50pp threshold required to avoid a No vote for strong positive TSR companies.
Independent director with extensive CFO and finance leadership experience across major technology companies; chairs the Compensation Committee; SPAC roles are noted but the company discloses these are less time-intensive; TSR trigger does not apply.
All eight director nominees pass the policy screens. AVGO's 3-year TSR of +456% outperforms the peer group median by +380 percentage points — well above the 50pp underperformance threshold that would trigger No votes for a company with strong positive absolute returns. No directors are overboarded, all audit committee members have demonstrated financial expertise, and attendance was at or above 75% for all nominees. Kenneth Hao joined in 2024 and is exempt from the TSR trigger. FOR recommended on all eight nominees.
Say on Pay
✗ AGAINSTCEO
Hock E. Tan
Total Comp
$205,278,006
Prior Support
92%%
CEO Hock Tan's reported total compensation for fiscal 2025 is $205.3 million, driven almost entirely by the reported value of a new large performance stock award granted in September 2025 that covers three future years of pay all at once. Even using Broadcom's own supplemental annualized figure of approximately $35 million, the CEO's pay is extraordinarily elevated relative to benchmarks for technology sector CEOs — the reported figure of $205.3M exceeds any reasonable market benchmark by far more than the 30% threshold that triggers a mandatory No vote under our policy. While the performance stock award uses AI Revenue as its metric (which is clearly tied to business outcomes), this is a single revenue-based measure rather than a balanced set of long-term metrics like total shareholder return or return on invested capital, which raises quality-of-incentive concerns. The prior year's 92% say-on-pay approval is a positive signal and Broadcom's stock performance has been exceptional, but our policy requires us to vote against pay programs where the CEO's reported compensation exceeds benchmarks by more than 30%, regardless of stock performance — pay level and pay-for-performance are evaluated separately, and the raw level of reported pay here is disqualifying.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
20 yrs
Audit Fees
$18,093,000
Non-Audit Fees
$2,004,000
Non-audit fees (tax fees of $1.994M plus other fees of $0.010M, totaling approximately $2.004M) represent roughly 11% of audit fees of $18.093M, well below the 50% threshold that would trigger a No vote. PwC's tenure since 2006 is approximately 20 years, just under the 25-year threshold that would require a specific rationale. No material financial restatements were identified. PwC is a Big 4 firm appropriate for a $1.6 trillion market cap company.
Overall Assessment
Broadcom's 2026 annual meeting presents a clean director slate with no policy flags and a straightforward auditor ratification that passes all screens, but the say-on-pay vote is a No due to CEO total reported compensation of $205.3 million — driven by a single large multi-year performance stock award reported all at once — which exceeds reasonable benchmarks for technology sector CEOs by far more than the 30% policy threshold, regardless of the company's outstanding stock performance. No stockholder proposals appear on the ballot.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing