UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 13, 2022, the Board of Directors (the “Board”) of Applied Materials, Inc. (“Applied Materials”) amended its Amended and Restated Bylaws, effective immediately, to enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors, including by requiring: (i) a stockholder delivering a nomination notice pursuant to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to represent that such stockholder intends to meet the requirements of Rule 14a-19, to certify that such stockholder has met the requirements of Rule 14a-19(a) and, upon the request of Applied Materials, to deliver reasonable evidence of such compliance no later than five business days prior to the date of the applicable meeting of stockholders; (ii) a proposed nominee to provide any additional information that is necessary or requested by the Board or the Corporate Governance and Nominating Committee of the Board in the ordinary course to evaluate and approve director nominees to be recommended to the Board for election by stockholders; (iii) a stockholder directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white; and (iv) that Applied Materials shall disregard any proxies for any stockholder nominee in the event that the nomination was not made in accordance with the procedures set forth in Applied Materials’ bylaws or the nominating stockholder failed to comply with the requirements of Rule 14a-19(a) under the Exchange Act, and providing that such nominee shall be ineligible for election at the applicable meeting of stockholders.
The amendments to the Bylaws also amended the Bylaws to include certain other modifications that provide clarification and consistency.
The foregoing general description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws set forth in Exhibit 3.02 to this Form 8-K and incorporated in this Item by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.02 | Applied Materials, Inc. Amended and Restated Bylaws, as of December 13, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
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: December 16, 2022 | ||||||
| By: | /s/ Teri A. Little | |||||
| Teri A. Little | ||||||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | ||||||