SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated Employee Stock Incentive Plan
On March 11, 2021, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Applied Materials, Inc. (“Applied” or the “Company”), the Company’s shareholders approved Applied’s amended and restated Employee Stock Incentive Plan (the “ESIP”). The ESIP became effective upon shareholder approval and was amended to, among other changes, (i) add 10 million shares to the number of shares of Applied common stock authorized for issuance, (ii) remove the fungible share provision, (iii) increase the maximum term for stock options from seven to ten years, (iv) modify the exception to minimum vesting periods for stock option and stock appreciation right awards granted to employees and consultants, and (v) remove the provisions previously included to comply with the historical performance-based compensation exemption under Section 162(m) of the Internal Revenue Code.
Omnibus Employees’ Stock Purchase Plan
At the Annual Meeting, the Company’s shareholders also approved an amendment and restatement of the Applied Employees’ Stock Purchase Plan (the “U.S. ESPP” and, as amended, the “Omnibus ESPP”). Prior to such amendment, the Company maintained the U.S. ESPP and the Applied Stock Purchase Plan for Offshore Employees (the “Offshore ESPP”). With the shareholders’ approval, the Omnibus ESPP will become effective on September 1, 2021 (the “Effective Date”) in accordance with its terms, and amends and restates the U.S. ESPP to, among other changes, (i) incorporate the Offshore ESPP as a sub-plan, and (ii) add 11.3 million shares to the number of shares of Applied common stock authorized for issuance. The Offshore ESPP will terminate as an independent plan on the Effective Date.
The amended and restated ESIP and Omnibus ESPP are each described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on January 28, 2021 (the “Proxy Statement”). The foregoing description and the summaries contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full texts of the amended and restated ESIP and the Omnibus ESPP, respectively, which are incorporated by reference as Exhibits 10.1 and 10.2.
|Item 5.07|| |
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders cast their votes on seven proposals, as set forth below.
Proposal 1. Election of Directors.
Xun (Eric) Chen
Aart J. de Geus
Gary E. Dickerson
Thomas J. Iannotti
Alexander A. Karsner
Adrianna C. Ma
Scott A. McGregor
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 2020.
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 2021.
The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2021 was ratified.
Proposal 4. Approval of the Amended and Restated Employee Stock Incentive Plan.
The amended and restated Employee Stock Incentive Plan was approved.
Proposal 5. Approval of the Omnibus Employees’ Stock Purchase Plan.
The Omnibus Employees’ Stock Purchase Plan was approved.
Proposal 6. Shareholder Proposal Regarding Independent Chair Policy.
The shareholder proposal to adopt a policy, and amend the Company’s governing documents as necessary, to require the Chairman of the Board to be independent whenever possible, including the next Chairman of the Board transition, was not approved.
Proposal 7. Shareholder Proposal Regarding Executive Compensation Program and Policy.
The shareholder proposal regarding executive compensation program and policy to include CEO pay ratio and other factors was not approved.
|Item 9.01|| |
Financial Statements and Exhibits.
|10.1||Applied Materials, Inc. Employee Stock Incentive Plan, as amended and restated, effective March 11, 2021|
|10.2||Applied Materials, Inc. Omnibus Employees’ Stock Purchase Plan, effective September 1, 2021|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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.
|Dated: March 15, 2021|
|Teri A. Little|
|Senior Vice President, Chief Legal Officer and Corporate Secretary|