EXHIBIT 99.3
CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION OF
QUALCOMM INCORPORATED
QUALCOMM Incorporated, a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify:
FIRST: The name of the corporation is QUALCOMM Incorporated (the “Corporation”).
SECOND: Article VI of the Restated Certificate of Incorporation of the Corporation is amended
to read in its entirety as follows, except for subsections B, C, D and E, as noted below, which
shall remain unchanged:
“VI.
For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation
and regulation of the powers of the corporation, of its directors
and of its stockholders or any class thereof, as the case may be, it
is further provided that:
A. The management of the business and the conduct of the
affairs of the corporation shall be vested in its Board of
Directors. The number of directors which shall constitute the whole
Board of Directors shall be fixed exclusively by one or more
resolutions adopted from time to time by the Board of Directors.
The candidates receiving the highest number of votes of the shares
entitled to be voted for them up to the number of directors to be
elected by such shares shall be declared elected.
At the 2006 annual meeting of stockholders, the successors of
the directors whose terms expire at that meeting shall be elected
for a term expiring at the 2007 annual meeting of stockholders. At
the 2007 annual meeting of stockholders, the successors of the
directors whose terms expire at that meeting shall be elected for a
term expiring at the 2008 annual meeting of stockholders. At the
2008 annual meeting of stockholders, all directors shall be elected
for a term expiring at the 2009 annual meeting of stockholders. At
each annual meeting of stockholders thereafter, the directors shall
be elected for terms expiring at the next annual meeting of
stockholders.
Notwithstanding the foregoing provisions of this Article, each
director shall serve until his successor is duly elected and
qualified or until his death, resignation or removal. No decrease in
the number of directors constituting the Board of Directors
shall shorten the term of any incumbent director.
Any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes shall be
filled by either (i) the affirmative vote of the holders of a
majority of the voting power of the then-outstanding shares of
voting stock of the corporation entitled to vote generally in the
election of directors (the “Voting Stock”) voting together as a
single class; or (ii) by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum
of the Board of Directors. Newly created directorships resulting
from any increase in the number of directors shall, unless the Board
of Directors determines by resolution that any such newly created
directorship shall be filled by the stockholders, be filled only by
the affirmative vote of the directors then in office, even though
less than a quorum of the Board of Directors. Any director elected
in accordance with this paragraph shall hold office for a term
expiring at the next annual meeting of stockholders and until such
director’s successor shall have been elected and qualified.”
- Subsections B, C, D and E are unchanged -
“F. Any director, or the entire Board of Directors, may be
removed from office at any time (i) with cause by the affirmative
vote of the holders of at least a majority of the voting power of
all of the then-outstanding shares of the Voting Stock, voting
together as a single class; or (ii) without cause by the affirmative
vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the voting power of all of the then-outstanding shares
of the Voting Stock. If the holders of any class or series of
capital stock are entitled to elect one (1) or more directors by
this certificate of incorporation, as amended from time to time, the
removal of such directors without cause shall be by a vote of the
outstanding shares of that series or class of capital stock and not
the outstanding shares of capital stock as a whole.”
THIRD: The foregoing amendments were duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, QUALCOMM Incorporated has caused this Certificate of Amendment to be
signed by the undersigned, thereunto duly appointed, this 7th day of March, 2006.
Secretary