8-K 1 form8-k11x01x17.htm 8-K Document


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 1, 2017

KLA-TENCOR CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
000-09992
04-2564110
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
One Technology Drive, Milpitas, California
95035
(Address of principal executive offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code: (408) 875-3000
 
(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))




Item 5.07
Submission of Matters to a Vote of Security Holders.
KLA-Tencor Corporation (the “Company”) held its fiscal year 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) on November 1, 2017. Of the 156,897,085 shares of the Company’s common stock outstanding as of September 13, 2017 (the record date), 138,296,657 shares, or 88.1%, were present or represented by proxy at the 2017 Annual Meeting. Four proposals were considered at the 2017 Annual Meeting.
Proposal One. At the 2017 Annual Meeting, the stockholders elected the ten candidates nominated by the Company’s Board of Directors to serve as directors for one-year terms, each until his or her successor is duly elected. The table below presents the results of the election:
Name
For
Against
Abstentions
Broker Non-Votes
Edward W. Barnholt
124,304,227
3,091,759
86,198
10,814,473
Robert M. Calderoni
115,295,047
12,101,035
86,102
10,814,473
John T. Dickson
127,173,240
223,300
85,644
10,814,473
Emiko Higashi
127,323,953
80,318
77,913
10,814,473
Kevin J. Kennedy
126,990,089
406,235
85,860
10,814,473
Gary B. Moore
127,289,509
105,005
87,670
10,814,473
Kiran M. Patel
127,287,189
116,928
78,067
10,814,473
Robert A. Rango
126,614,067
781,079
87,038
10,814,473
Richard P. Wallace
125,262,888
2,141,371
77,925
10,814,473
David C. Wang
126,391,567
1,012,929
77,688
10,814,473
Proposal Two. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018. The table below presents the voting results on this proposal:
For
Against
Abstentions
Broker Non-Votes
136,224,279
1,854,644
217,734
0
Proposal Three. The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2017 Annual Meeting. The table below presents the voting results on this proposal:
For
Against
Abstentions
Broker Non-Votes
118,841,457
8,518,948
121,779
10,814,473
Proposal Four. The stockholders approved, on a non-binding advisory basis, that a vote on the Company's named executive officer compensation be taken at every annual meeting. The table below presents the voting results on this proposal:
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
111,193,715
60,707
16,148,325
79,437
10,814,473
Item 8.01
Other Events.
On November 1, 2017, the Company issued a press release announcing that the Company's Board of Directors has declared a cash dividend of $0.59 per share on the Company’s common stock. Such dividend shall be payable on December 1, 2017 to the Company’s stockholders of record as of the close of business on November 15, 2017. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits




The following exhibit is filed herewith:




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
KLA-TENCOR CORPORATION
 
 
 
 
 
Date: November 1, 2017
 
 
 
By:
 
/s/ TERI A. LITTLE
 
 
 
 
 
Name:
 
Teri A. Little
 
 
 
 
 
Title:
 
Executive Vice President and Chief Legal Officer