UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 |
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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 | ||||||
Document and Entity Information |
Mar. 10, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | APPLIED MATERIALS INC /DE |
| Amendment Flag | false |
| Entity Central Index Key | 0000006951 |
| Document Type | 8-K |
| Document Period End Date | Mar. 10, 2022 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-06920 |
| Entity Tax Identification Number | 94-1655526 |
| Entity Address, Address Line One | 3050 Bowers Avenue |
| Entity Address, Address Line Two | P.O. Box 58039 |
| Entity Address, City or Town | Santa Clara |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 95052-8039 |
| City Area Code | (408) |
| Local Phone Number | 727-5555 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $.01 per share |
| Trading Symbol | AMAT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |