Current Report Filing (8-k)
November 08 2019 - 4:11PM
Edgar (US Regulatory)
false408Q120200000319201875-3000
0000319201
2019-11-05
2019-11-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 5, 2019
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KLA CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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000-09992
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04-2564110
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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One Technology Drive
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Milpitas
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California
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95035
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(408) 875-3000
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(Former name or former address, if changed since last report)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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Emerging growth company
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☐
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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.
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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KLAC
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The Nasdaq Stock Market, LLC
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The Nasdaq Global Select Market
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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KLA Corporation (the "Company") held its 2019 annual meeting of stockholders (the "2019 Annual Meeting") on November 5, 2019. Of the 158,462,804 shares of Company common stock entitled to vote at the 2019 Annual Meeting, 141,636,266 shares, or 89.4%, were present in person or by proxy at the 2019 Annual Meeting. Three proposals were considered at the 2019 Annual Meeting:
Proposal One: At the 2019 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 voting results for Proposal One:
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Name
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For
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Against
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Abstain
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Broker Non-Votes
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Edward Barnholt
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126,012,715
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5,083,778
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1,028,302
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9,511,470
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Robert Calderoni
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127,533,828
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3,562,146
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1,028,821
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9,511,470
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Jeneanne Hanley
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130,260,484
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837,410
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1,026,901
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9,511,470
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Emiko Higashi
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130,080,033
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1,019,022
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1,025,740
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9,511,470
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Kevin Kennedy
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126,290,990
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4,802,856
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1,030,949
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9,511,470
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Gary Moore
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120,015,288
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11,078,789
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1,030,718
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9,511,470
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Kiran Patel
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130,110,228
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987,381
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1,027,186
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9,511,470
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Victor Peng
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130,056,976
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1,035,704
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1,032,115
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9,511,470
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Robert Rango
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129,679,168
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1,414,078
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1,031,549
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9,511,470
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Richard Wallace
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130,455,045
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642,901
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1,026,849
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9,511,470
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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, 2020. The table below presents the voting results for Proposal Two:
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For
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Against
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Abstain
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Broker Non-Votes
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136,207,028
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4,411,043
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1,018,195
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—
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Proposal Three: The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement for the 2019 Annual Meeting. The table below presents the voting results for Proposal Three:
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For
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Against
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Abstain
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Broker Non-Votes
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112,253,502
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18,786,530
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1,084,764
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9,511,470
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On November 6, 2019, the Company issued a press release announcing that the Company's board of directors has declared a cash dividend of $0.85 per share on the Company's common stock. Such dividend shall be payable on December 3, 2019 to stockholders of record as of the close of business on November 18, 2019. A copy of the press release is attached here as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The following exhibit is filed herewith.
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Exhibit No.
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Description
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99.1
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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.
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KLA CORPORATION
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Date: November 7, 2019
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By:
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/s/ TERI A. LITTLE
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Name:
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Teri A. Little
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Title:
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Executive Vice President and Chief Legal Officer
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