Form 8-K

 

 

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 3, 2011

 

 

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
(State or Other Jurisdiction of Incorporation)
0-12933   94-2634797

(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))

 

 

 


TABLE OF CONTENTS

 

Item  5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.07 Submission of Matters to a Vote of Security Holders.

SIGNATURES


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

  (b) Departure of Director

On November 3, 2011, David G. Arscott retired from his position as a director effective immediately prior to the Company’s 2011 Annual Meeting of Stockholders on November 3, 2011.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held at the principal office of the Company at 4650 Cushing Parkway, Fremont, California 94538 on November 3, 2011. Out of 122,656,511 shares of Common Stock (as of the record date of September 9, 2011) entitled to vote at the meeting, 106,318,085 shares were present in person or by proxy.

The results of voting on the following items were as set forth below:

(a) The votes for nominated directors, to serve for the ensuing year, and until their successors are elected, were as follows:

 

NOMINEE

   FOR      WITHHELD      BROKER
NON-VOTES
 

James W. Bagley

     92,555,982         1,742,241      

Robert M. Berdahl

     93,349,071         949,152      

Eric K. Brandt

     94,054,531         243,692      

Michael R. Cannon

     92,923,301         1,374,922      

Christine A. Heckart

     93,433,246         864,977      

Grant M. Inman

     92,445,914         1,852,309      

Catherine P. Lego

     94,057,558         240,665      

Stephen G. Newberry

     94,057,272         240,951      

Kim E. Perdikou

     94,050,651         247,572      

Abhijit Y. Talwalkar

     93,433,128         865,095      
           12,019,862   

All director nominees were duly elected.

(b) The vote on a proposal to approve on an advisory basis the Company’s fiscal year 2011executive compensation (“Say on Pay”) was as follows:

 

     FOR     AGAINST     ABSTAIN     BROKER
NON-VOTES

Total Shares Voted

     75,880,005        16,847,520        1,570,698     

% of Voted Shares

     80.46%        17.86%        1.66%     

% of Outstanding Shares

     61.86%        13.73%        1.28%     
         12,019,862


The proposal was approved.

(c) The vote on a proposal to approve on an advisory basis the frequency of executive compensation votes was as follows:

 

     1 YEAR   2 YEARS   3 YEARS   ABSTAIN

Total Shares Voted

   82,208,519   90,829   10,907,154   1,091,721

% of Voted Shares

   87.17%   0.09%   11.56%   1.15%

% of Outstanding Shares

   67.02%   0.07%   8.89%   0.89%

The proposal for a frequency of one year was approved.

(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 2012 was as follows:

 

     FOR   AGAINST   ABSTAIN   BROKER
NON-VOTES

Total Shares Voted

   105,112,831   1,169,331   35,923  

% of Voted Shares

   98.86%   1.09%   0.03%  

% of Outstanding Shares

   85.69%   0.95%   0.02%  

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 9, 2011

 

LAM RESEARCH CORPORATION
By:  

/s/ George M. Schisler, Jr.

  George M. Schisler, Jr.
  Vice President, General Counsel and Secretary