8-K - LRCX - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) o f the

Securities Exchange Act of 1934

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<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 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
Item 8.01	Other Events	4
Item 9.01	Financial Statements and Exhibits	4
SIGNATURES		5

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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 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<br><br>VOTES<br><br>CAST FOR	FOR	WITHHELD	BROKER<br><br>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<br><br>VOTES<br><br>CAST FOR	FOR	AGAINST	ABSTAIN	BROKER<br><br>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:

	% OF<br>VOTES <br>CAST FOR	FOR	AGAINST	ABSTAIN	BROKER<br>NON-VOTES
Total Shares Voted	95.54%	122,510,955	5,505,387	209,924	—

The appointment was ratified.

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Item 8.01. Other Events

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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated November 5, 2020 announcing a $5 billion share repurchase authorization

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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 5, 2020	LAM RESEARCH CORPORATION
		(Registrant)
	By:	/s/ Ava M. Hahn
		Ava M. Hahn
		Senior Vice President, Chief Legal Officer

Document

FOR IMMEDIATE RELEASE

Lam Research Corporation Announces $5 Billion Share Repurchase Authorization and Declares Quarterly Dividend

FREMONT, CA -- (GLOBE NEWSWIRE) – November 5, 2020 -- Lam Research Corporation (Nasdaq: LRCX) today announced that its Board of Directors approved a $5 billion share repurchase authorization and a quarterly dividend of $1.30 per share of common stock.

The company is authorized to repurchase up to $5 billion of common stock; this authorization supplements the remaining balances from any prior authorizations. Repurchases may be made through both public market and private transactions and may include the use of derivative contracts and structured share repurchase agreements. This repurchase program has no termination date and may be suspended or discontinued at any time.

The dividend payment will be made January 6, 2021 to holders of record on December 9, 2020. Future dividend payments are subject to review and approval by the Board of Directors.

About Lam Research:

Lam Research Corporation is a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry. As a trusted, collaborative partner to the world’s leading semiconductor companies, we combine superior systems engineering capability, technology leadership, and unwavering commitment to customer success to accelerate innovation through enhanced device performance. In fact, today, nearly every advanced chip is built with Lam technology. Lam Research (Nasdaq: LRCX) is a FORTUNE 500® company headquartered in Fremont, Calif., with operations around the globe. Learn more at www.lamresearch.com. (LRCX-F)

Caution Regarding Forward-Looking Statements:

Statements made in this press release that are not of historical fact are forward-looking statements and are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, but are not limited to, our plans to make dividend payments, declare dividends, or increase dividends over time, or the timing or frequency of dividend increases, our engineering capabilities, our technology leadership, our commitment to customer success, and our continued ability to accelerate innovation and enhance device performance. Some factors that may affect these forward–looking statements include: the severity, magnitude and duration of the COVID–19 pandemic (and the related governmental, public health, business and community responses to it), and their impacts on our business, results of operations and financial condition, are evolving and are highly uncertain and unpredictable; business, political and/or regulatory conditions in the consumer electronics industry, the semiconductor industry and the overall economy may deteriorate or change; the actions of our customers and competitors may be inconsistent with our expectations; and widespread outbreaks of illness may impact our operations and revenue in affected areas; as well as the other risks and uncertainties that are described in the documents filed or furnished by us with the Securities and Exchange Commission, including specifically the Risk Factors described in our annual report on Form

10-K for the fiscal year ended June 28, 2020 and quarterly report on Form 10-Q for the quarter ended September 27, 2020. These uncertainties and changes could materially affect the forward-looking statements and cause actual results to vary from expectations in a material way. The Company undertakes no obligation to update the information or statements made in this press release.

Company Contacts:

Ram Ganesh

Investor Relations

(510) 572 – 1615

Email: investor.relations@lamresearch.com

Source: Lam Research Corporation###