UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 9, 2023 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders cast their votes on six proposals, as set forth below.
| Proposal 1. | Election of Directors. |
| Name of Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Rani Borkar |
641,625,411 | 2,278,993 | 875,180 | 87,375,529 | ||||||||||||
| Judy Bruner |
617,265,731 | 26,629,021 | 884,832 | 87,375,529 | ||||||||||||
| Xun (Eric) Chen |
640,588,645 | 3,341,808 | 849,131 | 87,375,529 | ||||||||||||
| Aart J. de Geus |
634,049,276 | 9,830,515 | 899,793 | 87,375,529 | ||||||||||||
| Gary E. Dickerson |
639,030,257 | 4,910,268 | 839,059 | 87,375,529 | ||||||||||||
| Thomas J. Iannotti |
597,829,210 | 46,076,371 | 874,003 | 87,375,529 | ||||||||||||
| Alexander A. Karsner |
614,121,121 | 29,738,895 | 919,568 | 87,375,529 | ||||||||||||
| Kevin P. March |
641,730,187 | 2,136,874 | 912,523 | 87,375,529 | ||||||||||||
| Yvonne McGill |
635,622,548 | 8,279,792 | 877,244 | 87,375,529 | ||||||||||||
| Scott A. McGregor |
641,271,719 | 2,637,146 | 870,719 | 87,375,529 | ||||||||||||
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 2022. |
| For |
Against |
Abstain |
Broker | |||
| 595,938,579 | 46,750,557 | 2,090,448 | 87,375,529 |
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. | Approval, on an Advisory Basis, of the Frequency of Holding an Advisory Vote on Executive Compensation. |
| One Year |
Two Years |
Three Years |
Abstain | |||
| 635,872,904 | 807,056 | 7,142,735 | 956,889 |
The Company’s shareholders indicated their preference, on an advisory basis, for the advisory vote on executive compensation to be held every year. The Company has determined that it will hold an advisory vote on executive compensation on an annual basis until the next required vote on the frequency of such advisory votes, or until the Board of Directors otherwise determines that a different frequency for such votes is in the best interests of the Company’s shareholders.
| Proposal 4. | Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2023. |
| For |
Against |
Abstain | ||
| 717,522,697 | 13,506,157 | 1,126,259 |
The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was ratified.
| Proposal 5. | Shareholder Proposal Regarding Special Shareholder Meeting. |
| For |
Against |
Abstain |
Broker | |||
| 324,058,307 | 319,236,286 | 1,484,991 | 87,375,529 |
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 approved, and the Company’s Board of Directors will take it under consideration.
| Proposal 6. | Shareholder Proposal Regarding Executive Compensation Program and Policy. |
| For |
Against |
Abstain |
Broker | |||
| 62,097,687 | 576,813,728 | 5,868,169 | 87,375,529 |
The shareholder proposal to improve the executive compensation program and policy to include the CEO pay ratio factor 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 13, 2023 | ||||||
| By: | /s/ Teri A. Little | |||||
| Teri A. Little Senior Vice President, Chief Legal Officer and Corporate Secretary | ||||||