Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
 Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 5, 2019
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, California 94538
(Address of principal executive offices including zip code)
(510572-0200
(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))
 
 
 
 
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.
    





 
Table of Contents

 
 
 
 
 
Item 5.07.
 
Submission of Matters to a Vote of Security Holders
 
SIGNATURES
 





Table of Contents

Item 5.07.
Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held at the principal office of the Company at 4650 Cushing Parkway, Fremont, California 94538 on November 5, 2019.
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
 
99.85%
 
112,182,988

 
167,946

 
14,760,397

Timothy M. Archer
 
99.86%
 
112,187,242

 
163,692

 
14,760,397

Eric K. Brandt
 
96.98%
 
108,952,989

 
3,397,945

 
14,760,397

Michael R. Cannon
 
99.81%
 
112,132,692

 
218,242

 
14,760,397

Youssef A. El-Mansy
 
99.52%
 
111,808,196

 
542,738

 
14,760,397

Catherine P. Lego
 
96.12%
 
107,994,365

 
4,356,569

 
14,760,397

Bethany J. Mayer
 
99.79%
 
112,118,953

 
231,981

 
14,760,397

Abhijit Y. Talwalkar
 
94.51%
 
106,176,877

 
6,174,057

 
14,760,397

Lih Shyng (Rick L.) Tsai
 
99.65%
 
111,959,133

 
391,801

 
14,760,397

Leslie F. Varon
 
99.83%
 
112,160,264

 
190,670

 
14,760,397

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
 
67.07%
 
75,354,469

 
32,917,902

 
4,078,563

 
14,760,397

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 2020 was as follows:
 
 
% OF
VOTES
CAST FOR
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
Total Shares Voted
 
95.68%
 
121,620,687

 
5,283,008

 
207,636

 

The appointment was ratified.



Table of Contents


SIGNATURES
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.
Date:
November 7, 2019
 
LAM RESEARCH CORPORATION
 
 
 
(Registrant)
 
 
 
/s/ George M. Schisler, Jr.
 
 
 
George M. Schisler, Jr.
 
 
 
Vice President, Corporate Legal Services