Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2021     Applied Materials, Inc. (Exact name of registrant as specified in its charter)       Delaware   000-06920   94-1655526 (State or other jurisdiction of incorporation)   (Commission 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 N/A (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   Trading Symbol   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 5.02 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.   Name of Nominee    For    Against    Abstain    Broker Non- Votes Rani Borkar    703,803,590    725,057    961,375    87,437,701 Judy Bruner    688,199,904    16,375,485    914,633    87,437,701 Xun (Eric) Chen    699,555,037    4,947,175    987,810    87,437,701 Aart J. de Geus    694,671,330    9,829,414    989,278    87,437,701 Gary E. Dickerson    700,598,988    4,142,059    748,975    87,437,701 Thomas J. Iannotti    663,561,862    40,707,567    1,220,593    87,437,701 Alexander A. Karsner    678,190,709    26,295,025    1,004,288    87,437,701 Adrianna C. Ma    703,718,685    827,965    943,372    87,437,701 Yvonne McGill    703,355,358    1,191,719    942,945    87,437,701 Scott A. McGregor    703,845,357    691,474    953,191    87,437,701 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.   For   Against   Abstain   Broker Non-Votes 613,925,140   89,562,559   2,002,323   87,437,701 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.   For   Against   Abstain 785,024,604   6,711,312   1,191,807 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.   For   Against   Abstain   Broker Non-Votes 679,920,012   24,434,777   1,135,233   87,437,701 The amended and restated Employee Stock Incentive Plan was approved. Proposal 5. Approval of the Omnibus Employees’ Stock Purchase Plan.   For   Against   Abstain   Broker Non-Votes 701,286,085   3,102,990   1,100,947   87,437,701 The Omnibus Employees’ Stock Purchase Plan was approved. Proposal 6. Shareholder Proposal Regarding Independent Chair Policy.   For   Against   Abstain   Broker Non-Votes 227,181,425   476,449,231   1,859,366   87,437,701 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.   For   Against   Abstain   Broker Non-Votes 58,265,603   642,770,813   4,453,606   87,437,701 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. (d) Exhibits.   Exhibit No.    Description 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). 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 15, 2021           By:   /s/ Teri A. Little       Teri A. Little       Senior Vice President, Chief Legal Officer and Corporate Secretary