8-K

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): July 24, 2023

KLA CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (408) 875-3000

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company 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 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2023, the Board of Directors (the “Board”) of KLA Corporation (the “Company”) elected Michael McMullen to the Board, effective immediately. Mr. McMullen has served as the President, since 2014, and Chief Executive Officer, since 2015, of Agilent Technologies, Inc. (“Agilent”), a global leader in life sciences, diagnostics and applied chemical markets, providing application focused solutions that include instruments, software, services and consumables for the entire laboratory workflow. In his thirty-year career at Agilent, Mr. McMullen held various leadership positions. The Board also appointed Mr. McMullen to the Compensation and Talent Committee of the Board, effective immediately.

Mr. McMullen will receive a prorated grant of restricted stock units pursuant to the Company’s 2004 Equity Incentive Plan for his service on the Board through the next annual meeting of stockholders and will be entitled to receive a prorated portion of the annual cash retainer paid by the Company to independent members of the Board and members of the Compensation and Talent Committee for their service pursuant to the Company’s current outside director compensation program.

On July 24, 2023, the Company issued a press release announcing the election of Mr. McMullen to the Board and his appointment to the Compensation and Talent Committee. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The following exhibits are filed herewith.

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.

EX-99.1

EXHIBIT 99.1

KLA NAMES MICHAEL R. MCMULLEN TO BOARD OF DIRECTORS

MILPITAS, Calif., July 24, 2023 — KLA Corporation (NASDAQ: KLAC) announced the appointment of Michael R. McMullen to its board of directors and Compensation and Talent Committee.

McMullen was named President of Agilent Technologies in 2014 and Chief Executive Officer in 2015 and has been with the company and its predecessor, Hewlett-Packard, for more than 30 years.

“We are excited to welcome Mike McMullen to the KLA board,” commented Robert M. Calderoni, chair of the board of KLA. “Mike’s extensive experience in driving growth at a global scale in complex multinational equipment businesses makes him an ideal fit for KLA’s board as we execute our long-term growth strategies.”

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About KLA:

KLA Corporation (“KLA”) develops industry-leading equipment and services that enable innovation throughout the electronics industry. We provide advanced process control and process-enabling solutions for manufacturing wafers and reticles, integrated circuits, packaging, printed circuit boards and flat panel displays. In close collaboration with leading customers across the globe, our expert teams of physicists, engineers, data scientists and problem-solvers design solutions that move the world forward. Investors and others should note that KLA announces material financial information including SEC filings, press releases, public earnings calls and conference webcasts using an investor relations website (ir.kla.com). Additional information may be found at: www.kla.com (KLAC-F).