Date of report (Date of earliest event reported): November 3, 2020
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
0-12933
94-2634797
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)
4650 Cushing Parkway
Fremont, California94538
(Address of principal executive offices including zip code)
(510) 572-0200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, Par Value $0.001 Per Share
LRCX
The Nasdaq Stock Market
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held by webcast on November 3, 2020.
The results of voting on the following items were as set forth below:
(a)The votes for nominated directors, to serve until the next annual meeting of stockholders, and until their successors are elected and qualified, were as follows:
NOMINEE
% OF
VOTES
CAST FOR
FOR
WITHHELD
BROKER
NON-VOTES
Sohail U. Ahmed
99.83%
113,842,978
190,191
14,193,097
Timothy M. Archer
99.84%
113,848,789
184,380
14,193,097
Eric K. Brandt
93.23%
106,316,172
7,716,997
14,193,097
Michael R. Cannon
99.61%
113,586,882
446,287
14,193,097
Catherine P. Lego
96.05%
109,532,340
4,500,829
14,193,097
Bethany J. Mayer
99.28%
113,214,987
818,182
14,193,097
Abhijit Y. Talwalkar
90.38%
103,065,878
10,967,291
14,193,097
Lih Shyng (Rick L.) Tsai
99.71%
113,700,453
332,716
14,193,097
Leslie F. Varon
98.14%
111,909,639
2,123,530
14,193,097
All director nominees were duly elected.
(b) The vote on a proposal to approve on an advisory basis the compensation of the named executive officers of the Company (“Say on Pay”) was as follows:
% OF
VOTES
CAST FOR
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
Total Shares Voted
94.22%
107,451,178
6,407,598
174,393
14,193,097
The proposal was approved.
(c) The vote on a proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021 was as follows:
On November 5, 2020 the Company issued a press release announcing a $5 billion share repurchase authorization. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. The foregoing description of the share repurchase authorization is qualified in its entirety by reference to the full text of Exhibit 99.1 incorporated by reference in this Item 8.01.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
