Document

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 6, 2018
  
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)
(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))
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 6, 2018.
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
Martin B. Anstice
 
99.82%
 
113,709,918

 
210,174

 
20,404,960

Eric K. Brandt
 
95.95%
 
109,309,462

 
4,610,630

 
20,404,960

Michael R. Cannon
 
99.75%
 
113,637,829

 
282,263

 
20,404,960

Youssef A. El-Mansy
 
99.76%
 
113,648,883

 
271,209

 
20,404,960

Christine A. Heckart
 
99.81%
 
113,707,934

 
212,158

 
20,404,960

Catherine P. Lego
 
98.75%
 
112,491,175

 
1,428,917

 
20,404,960

Stephen G. Newberry
 
99.12%
 
112,921,912

 
998,180

 
20,404,960

Abhijit Y. Talwalkar
 
98.68%
 
112,422,008

 
1,498,084

 
20,404,960

Lih Shyng (Rick L.) Tsai
 
78.86%
 
89,834,460

 
24,085,632

 
20,404,960

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
 
91.17%
 
103,869,340
 
9,830,070

 
220,682

 
20,404,960

The proposal was approved.
(c) The vote on a proposal to approve the adoption of the Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended and restated, was as follows:
 
 
% OF
VOTES
CAST FOR
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
Total Shares Voted
 
98.99%
 
112,772,509
 
1,010,304

 
137,279

 
20,404,960

The proposal was approved.


Table of Contents

(d) 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 2019 was as follows:
 
 
% OF
VOTES
CAST FOR
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
Total Shares Voted
 
96.73%
 
129,936,142

 
4,081,948

 
306,962

 
—

The appointment was ratified.




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 8, 2018
 
LAM RESEARCH CORPORATION
 
 
 
(Registrant)
 
 
 
/s/ George M. Schisler, Jr.
 
 
 
George M. Schisler, Jr.
 
 
 
Vice President, Corporate Legal Services