APPLIED MATERIALS INC /DE false 0000006951 0000006951 2023-03-09 2023-03-09





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2023



Applied Materials, Inc.

(Exact name of registrant as specified in its charter)




Delaware   000-06920   94-1655526
(State or other jurisdiction
of incorporation)


File Number)

  (IRS Employer
Identification No.)


3050 Bowers Avenue
P.O. Box 58039
Santa Clara, CA 95052-8039
(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 727-5555


(Former name or former address, if changed since last report.)



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




Name of Each Exchange

on Which Registered

Common Stock, par value $.01 per share   AMAT   The NASDAQ Stock Market LLC

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 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.









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



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.







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.









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.









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.


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 13, 2023      

/s/ Teri A. Little

      Teri A. Little
Senior Vice President, Chief Legal Officer and Corporate Secretary