8-K
LAM RESEARCH CORP (LRCX)
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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, 2024
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-12933 | 94-2634797 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification Number) |
4650 Cushing Parkway
Fremont, California 94538
(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)) |
| ☐ | 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 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. ☐
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| Item 5.07. | Submission of Matters to a Vote of Security Holders | 3 |
|---|---|---|
| SIGNATURES | 4 |
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Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held by webcast on November 5, 2024.
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<br><br>VOTES CAST FOR | FOR | AGAINST | ABSTAIN | BROKER<br><br>NON-VOTES |
|---|---|---|---|---|---|
| Sohail U. Ahmed | 99.68% | 99,657,735 | 317,323 | 214,058 | 13,120,126 |
| Timothy M. Archer | 99.38% | 99,375,694 | 619,604 | 193,818 | 13,120,126 |
| Eric K. Brandt | 91.77% | 91,754,737 | 8,228,082 | 206,297 | 13,120,126 |
| Ita M. Brennan | 99.80% | 99,787,143 | 190,903 | 211,070 | 13,120,126 |
| Michael R. Cannon | 86.53% | 86,427,615 | 13,449,666 | 311,835 | 13,120,126 |
| John M. Dineen | 99.62% | 99,596,137 | 379,789 | 213,190 | 13,120,126 |
| Mark Fields | 99.61% | 99,594,784 | 385,934 | 208,398 | 13,120,126 |
| Ho Kyu Kang | 99.68% | 99,668,060 | 312,674 | 208,382 | 13,120,126 |
| Bethany J. Mayer | 93.84% | 93,815,912 | 6,158,007 | 215,197 | 13,120,126 |
| Jyoti K. Mehra | 96.81% | 96,788,706 | 3,184,850 | 215,560 | 13,120,126 |
| Abhijit Y. Talwalkar | 86.55% | 86,210,797 | 13,385,985 | 592,334 | 13,120,126 |
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<br><br>VOTES CAST FOR | FOR | AGAINST | ABSTAIN | BROKER<br><br>NON-VOTES | |
|---|---|---|---|---|---|
| Total Shares Voted | 91.19% | 90,986,245 | 8,790,209 | 412,662 | 13,120,126 |
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 2025 was as follows:
| % OF<br><br>VOTES CAST FOR | FOR | AGAINST | ABSTAIN | BROKER<br><br>NON-VOTES | |
|---|---|---|---|---|---|
| Total Shares Voted | 93.51% | 105,651,019 | 7,329,975 | 328,248 | — |
The appointment was ratified.
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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, 2024 | LAM RESEARCH CORPORATION |
|---|---|---|
| (Registrant) | ||
| /s/ Ava A. Harter | ||
| Ava A. Harter | ||
| Senior Vice President, Chief Legal Officer |