The minimum number of shares of our common stock that the Executive Officer ownership guidelines require our Named Executive Officers to hold while serving in their capacity as executive officers is as follows: Position Minimum Share Requirement: President and Chief Executive Officer The lower of (a) the number of shares with a fair market value equal to 4 times current base salary or (b) 382,200 shares. VP and Chief Financial Officer; Executive Vice President and General Manager, Front-End Solutions; Executive Vice President and General Manager, High Performance Analog; Senior Vice President, Worldwide Operations The lower of (a) the number of shares with a fair market value equal to 2.5 times current base salary or (b) 89,800, 102,000, 95,000 or 92,500 shares, respectively. The minimum number of shares of our common stock that the Director Ownership guidelines require non-employee directors to hold while serving in their capacity as directors is the director base compensation (currently $50,000) multiplied by four (4), divided by the fair market value of the Company’s common stock (rounded to the nearest 100 Shares). For purposes of both the Executive Officer and Director Stock Ownership programs, the fair market value of a person’s holding is based on the average closing price per share of the Company’s common stock as reported on the NASDAQ Global Select Market (or if the Shares are not then traded on such market, such other market on which the Shares are traded) for the 12-month period ending with the determination date. As of March 23, 2012, the Director Ownership guidelines require non-employee directors to hold a minimum of 8,800 shares. As of March 23, 2012, all of our Named Executive Officers and directors were in compliance with the stock ownership requirements. Board Leadership Structure. Our Board of Directors, upon the recommendation of our Nominating and Corporate Governance Committee, has determined that the roles of Chairman of the Board and Chief Executive Officer should be separated at the current time. Accordingly, our Board of Directors has appointed Mr. McLachlan, an independent director within the meaning of applicable NASDAQ rules (see “Director Independence” above), as the Chairman of the Board of Directors. Mr. McLachlan’s duties as Chairman of the Board include the following: • Chairing meetings of the independent directors in executive session. • Facilitating communications between other members of our Board of Directors and the Chief Executive Officer. • Preparing or approving the agenda for each Board meeting. • Determining the frequency and length of Board meetings and recommending when special meetings of our Board should be held. • Reviewing and, if appropriate, recommending action to be taken with respect to written communications from stockholders submitted to our Board (see “Communicating with the Independent Directors” below). • Increasing the independent oversight of the Company and enhancing our Board’s objective evaluation of our Chief Executive Officer. • Freeing the Chief Executive Officer to focus on company operations instead of Board administration. • Providing the Chief Executive Officer with an experienced sounding board. • Providing greater opportunities for communication between stockholders and our Board. • Enhancing the independent and objective assessment of risk by our Board. • Providing an independent spokesman for the Company. Our Board decided to separate the roles of Chairman and Chief Executive Officer because it believes that leadership structure offers the following benefits: Page 23 Skyworks / Proxy Statement