Form 8-K APPLIED MATERIALS INC For: Mar 10

 

 

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): March 10, 2022

 

Applied Materials, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		000-06920		94-1655526
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3050 Bowers Avenue

P.O. Box 58039

Santa Clara, CA 95052-8039

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 727-5555

N/A

(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:

 

☐	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 $.01 per share		AMAT		The NASDAQ Stock Market LLC

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 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Applied Materials, Inc. (the “Company”) was held on March 10, 2022 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders cast their votes on five proposals, as set forth below.

Proposal 1. Election of Directors.

 

Name of Nominee		For		Against		Abstain		Broker Non- Votes
Rani Borkar		662,674,713		1,292,634		2,296,024		90,083,547
Judy Bruner		647,457,841		16,546,415		2,259,115		90,083,547
Xun (Eric) Chen		658,243,940		5,760,499		2,258,932		90,083,547
Aart J. de Geus		655,226,108		8,745,103		2,292,160		90,083,547
Gary E. Dickerson		660,521,120		3,584,517		2,157,734		90,083,547
Thomas J. Iannotti		603,729,010		60,226,020		2,308,341		90,083,547
Alexander A. Karsner		613,249,104		50,717,161		2,297,106		90,083,547
Adrianna C. Ma		662,573,073		1,447,624		2,242,674		90,083,547
Yvonne McGill		662,251,848		1,785,669		2,225,854		90,083,547
Scott A. McGregor		662,703,018		1,295,439		2,264,914		90,083,547

Each of the ten nominees was elected to serve as a director for a one-year term and until he or she is succeeded by another qualified director who has been elected, or, if earlier, until his or her death, resignation or removal.

Proposal 2. Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers for Fiscal Year 2021.

 

For		Against		Abstain		Broker Non-Votes
553,700,959		110,570,282		1,992,130		90,083,547

The compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the Annual Meeting, was approved on an advisory basis.

Proposal 3. Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2022.

 

For		Against		Abstain
744,020,554		11,323,878		1,002,486

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2022 was ratified.

Proposal 4. Shareholder Proposal Regarding Special Shareholder Meeting.

 

For		Against		Abstain		Broker Non-Votes
314,993,636		344,530,127		6,739,608		90,083,547

The shareholder proposal requesting that the Board take steps to give the owners of 10% of the Company’s outstanding common stock the power to call a special shareholder meeting was not approved.

Proposal 5. Shareholder Proposal Regarding Executive Compensation Program and Policy.

 

For		Against		Abstain		Broker Non-Votes
54,964,026		607,171,774		4,127,571		90,083,547

The shareholder proposal to improve the executive compensation program and policy, such as to include CEO pay ratio and voices from employees, was not approved.

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.

 

				Applied Materials, Inc. (Registrant)
Dated: March 14, 2022
				By:		/s/ Teri A. Little
						Teri A. Little
						Senior Vice President, Chief Legal Officer and Corporate Secretary