8-K
filed November 9, 2023, 6:59 PM ET
ticker LRCX
CIK 0000707549
other
confidence high
sentiment neutral
materiality 0.25
Lam Research annual meeting results: all directors elected, say-on-pay approved; bylaw amendments adopted
LAM RESEARCH CORP
- 11 director nominees elected; support ranged from 83.73% (Talwalkar) to 99.78% (Kang).
- Say-on-pay approved with 95.21% of votes cast; advisory frequency set to annual until 2029.
- Ratification of Ernst & Young as auditor passed with 95.66% in favor.
- Bylaws amended to comply with Nasdaq clawback rules and adopt gender-neutral terms.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LAM RESEARCH CORP: Amended and restated Bylaws effective immediately on November 8, 2023, to modify Sections 2.7, 2.12, 2.13, and 6.1, adopt gender-neutral terms, and include immaterial clarifications (effective 2023-11-08).
- Change
- bylaw amendment
- Effective
- 2023-11-08
Exact text from the filing
On November 8, 2023, the board of directors (the “Board”) of Lam Research Corporation (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately, to, among other things: • modify Section 2.7 to conform to recent changes to the Delaware General Corporation Law (the “DGCL”) relating to the procedures for adjourning a meeting of stockholders
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
LAM RESEARCH CORP shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2024 at the 2023-11-07 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-11-07
Exact text from the filing
(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 2024 was as follows: % OF VOTES CAST FOR FOR AGAINST ABSTAIN BROKER NON-VOTES Total Shares Voted 95.66% 111,657,801 5,058,428 194,984 — The appointment was ratified.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
LAM RESEARCH CORP shareholders approved Election of directors at the 2023-11-07 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-11-07
Exact text from the filing
The Annual Meeting of Stockholders was held by webcast on November 7, 2023. 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 AGAINST ABSTAIN BROKER NON-VOTES Sohail U. Ahmed 99.50% 103,396,209 519,096 146,779 12,849,129 Timothy M. Archer 99.39% 103,294,062 631,856 136,166 12,849,129 Eric K. Brandt 88.33% 91,699,618 12,110,959 251,507 12,849,129 Michael R. Cannon 89.43% 92,840,162 10,970,344 251,578 12,849,129 John M. Dineen 99.77% 103,646,939 229,154 185,991 12,849,129 Ho Kyu Kang 99.78% 103,664,249 220,893 176,942 12,849,129 Bethany J. Mayer 90.50% 94,025,063 9,865,487 171,534 12,849,129 Jyoti K. Mehra 99.20% 103,065,166 820,805 176,113 12,849,129 Abhijit Y. Talwalkar 83.73% 86,898,655 16,880,814 282,615 12,849,129 Lih Shyng (Rick L.) Tsai 99.17% 103,034,124 856,382 171
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
LAM RESEARCH CORP shareholders approved Advisory vote to approve compensation of named executive officers (Say on Pay) at the 2023-11-07 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-11-07
Exact text from the filing
(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 95.21% 98,731,976 4,957,201 372,907 12,849,129 The proposal was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
LAM RESEARCH CORP shareholders approved Advisory vote on frequency of future advisory votes on executive compensation (Say on Frequency) at the 2023-11-07 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-11-07
Exact text from the filing
(c) The vote on a proposal to approve on an advisory basis the frequency of holding future stockholder advisory votes on our named executive compensation (“Say on Frequency”) was as follows: % OF VOTES CAST FOR 1 YEAR 1 YEAR 2 YEARS 3 YEARS ABSTAIN Total Shares Voted 98.64% 102,467,576 51,282 1,351,315 191,911 Consistent with the stated preference of a majority of the Company's stockholders, the Board determined on November 8, 2023 that it will include an advisory stockholder vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2029.
View on SEC.gov
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