| | | Lam Research Corporation 2017 Proxy Statement | | 45 |
| | | 
Youssef A.El-Mansy Director since 2012 Age 7274 Board Committees: • Compensation and Human Resources ° Member since 2012 Public company directorships in last five years:
• Novellus Systems, Inc. (former)
| | Youssef A.El-Mansy is the retired Vice President, Director of Logic Technology Development, at Intel Corporation, a leading producer of microchips, computing and communications products, where he was responsible for managing technology development, the processor design center for Intel’s Technology and Manufacturing Group and two wafer manufacturing facilities. Dr.Dr. El-Mansy joined Intel in 1979 and led microprocessor technology development at Intel for 20 years. Dr.Dr. El-Mansy previously served on the board of directors of Novellus Systems, Inc., from April 2004 until the company was acquired by Lam Research in June 2012; and Zygo Corporation, an optical system designer and manufacturer, from July 2004 to June 2009. He is a Fellow of the Institute of Electrical and Electronics Engineers, or “IEEE,” and has been awarded the 2004 IEEE Frederik Philips Award for leadership in developingstate-of-the-art logic technologies and the 2013 IEEE Robert Noyce Medal for establishing a highly effective Research-Development-Manufacturing methodology that led to industry leadership in logic technology. Dr.Dr. El-Mansy earned a Ph.D. degree in electronics from Carleton University in Ottawa, Canada and B.S. and M.S. degrees in electronics and communications from Alexandria University in Egypt. The Board has concluded that Dr.Dr. El-Mansy is qualified toshould serve as a director of the Company because of his more than 30 years of industry knowledge and experience as an industry executive focused on the manufacturing of technological devices and components for a major semiconductor manufacturer;manufacturer, his understanding of the Company’s technologies;experience in semiconductor technologies, his mergers and acquisitions experience, and his past board/board governance experience at other public companies as a director and as member and chair of a compensation committee. | 
Christine A. Heckart
Director since 2011
Age 51
Board Committees:
• Audit
° Member since 2015
• Compensation
° Member: 2011 – 2015
| | Christine A. Heckart has served as the Senior Vice President and Chief Marketing Officer of Brocade Communications Systems, Inc., a networking solution company, since March 2014. Immediately prior to joining Brocade, she was the Executive Vice President, Strategy, Marketing, People and Systems since May 2013 and the Chief Marketing Officer from July 2012 until May 2013 at ServiceSource International Inc., a service revenue management company. From February 2010 to May 2012, she was the Chief Marketing Officer at NetApp, Inc., a data storage and management solutions provider. Ms. Heckart served as General Manager for the TV, video and music business of Microsoft Corporation, a developer of software, services, and hardware, from 2005 to 2010; and led global marketing at Juniper Networks, Inc., a provider of network infrastructure solutions, from 2002 to 2005. She was President at TeleChoice, Inc., a consulting firm specializing in business and marketing strategies, from 1995 to 2002.
She has served as a member of the board of directors of 6Sense, a privately-heldbusiness-to-business predictive intelligence engine company, since November 2015.
Ms. Heckart earned a B.A. degree in economics from the University of Colorado at Boulder.
The Board has concluded that Ms. Heckart is qualified to serve as a director of the Company because of her experience in leadership roles at public corporations; her knowledge of the electronics industry, including networks and big data; and her strong marketing background and experience.
|
| | | 
Young Bum (YB) Koh
Director since 2017
Age 59
| | YB Koh is a former senior executive at Samsung Electronics Co., Ltd in South Korea, a global electronics manufacturer. He has held multiple executive positions at Samsung Electronics. Prior to his most recent position as Advisor until December 2016, he served in various roles including from December 2011 to December 2013 as Executive Vice President, Head of the Mechatronics R&D Center; from January 2010 to July 2011 as Executive Vice President, Head of the Manufacturing Operation Center, LCD Business; and from January 2004 to June 2007 as Senior Vice President, Head of Manufacturing Technology Center, Memory Business. Dr. Koh also served as Executive Vice President and President of Samsung Austin Semiconductor LLC located in Texas from August 2007 to December 2009.
Dr. Koh earned a Ph.D. degree in electrical engineering from Osaka University in Japan, an M.S. degree in chemical engineering from Korea Advanced Institute of Science and Technology, and a B.S. degree in chemical engineering from Seoul National University in Korea.
The Board has concluded that Dr. Koh is qualified to serve as a director of the Company because of his business and operations leadership positions at Samsung Electronics and Samsung Austin Semiconductor, his substantial high-technology operations knowledge and expertise, his understanding of the semiconductor equipment business, and his international leadership experience in research, development and manufacturing at Samsung Electronics.
|
Continues on next page u | | | Lam Research Corporation 20172019 Proxy Statement | | 4753 |
| | | 
Catherine P. Lego Director since 2006 Age 6062 Board Committees: • Audit ° Chair: 2009 – 2014 ° Member: 2006 – 2015 • Compensation and Human Resources ° Chair since 2015 • Nominating and Governance ° Member since 2014 Public company directorshipsdirector-ships in last five years: • Cypress Semiconductor Corp. • Guidewire Software, Inc. • IPG Photonics Corporation • Fairchild Semiconductor International Inc. (former) • SanDisk Corporation (former) | | Catherine P. Lego is the founder of Lego Ventures LLC, a consulting services firm for early stage electronics companies, formed in 1992.which she operated from 1992 until December 2018. From December 1999 to December 2009, she was the General Partner of The Photonics Fund, LLP, an early stage venture capital investment firm focused on investing in components, modules and systems companies for the fiber optics telecommunications market, which she founded. Ms. Lego was a general partner at Oak Investment Partners, a venture capital firm, from 1981 to 1992. Prior to Oak Investment Partners, she practiced as a Certified Public Accountant with Coopers & Lybrand, an accounting firm. Ms. Lego has served as a member of the board of directors of Guidewire Software, Inc., an industry platform provider for property and casualty insurers, since September 2019; Cypress Semiconductor Corp., an advanced embedded solutions company for automotive and other products, since September 2017, where she is chair of the audit committee and a member of the auditnominating and corporate governance committee; and IPG Photonics Corporation, a high-power fiber laser and amplifier company for diverse applications, since July 2016, where she is a member of the audit committee and chair of the compensation committee. She previously served on the board of directors of the following public companies: Fairchild Semiconductor International Inc., a fabricator of power management devices, from August 2013 to September 2016, where she was a member of the compensation committee and nominating and governance committee; SanDisk Corporation, a global developer of flash memory storage solutions from 1989 to 2016, where she was the chair of the audit committee; ETEC Corporation, a producer of electron beam lithography tools, from 1991 through 1997; Uniphase Corporation (presently JDS Uniphase Corporation), a designer and manufacturer of components and modules for the fiber optic based telecommunications industry and laser-based semiconductor defect examination and analysis equipment, from 1994 until 1999, when it merged with JDS Fitel; Zitel Corporation, an information technology company, from 1995 to 2000; WJ Communications, Inc., a broadband communications company, from October 2004 to May 2008; and Micro Linear Corporation, a fabless analog semiconductor company. Ms. Lego also served as a member of the board of directors of other technology companies that are privately-held. Ms. Lego earned an M.S. degree in accounting from the New York University Leonard N. Stern School of Business and a B.A. degree in economics and biology from Williams College. The Board has concluded that Ms. Lego is qualified toshould serve as a director of the Company because of her experience on our Board;Board, her substantial accounting and finance expertise;expertise, her knowledge of the electronics and semiconductor industries, and the perspectiveher experience on boards of companies that are customers of our customers;customers, her experience with mergers and acquisitions;acquisitions, and her board and governance experience on other boards, including her service as a former chairman of an audit committee and current member of aaudit, compensation committee and nominating and governance committee.committees. |
| | |  
Stephen G. Newberry
Chairman of the BoardBethany J. Mayer
Director since 20052019 Age 6357 Board Committees: • Audit ° Recently appointed member Public company directorshipsdirector-
ships in last five years: • Splunk Inc.Marvell Technology Group
Ltd. • Nanometrics IncorporatedSempra Energy • Delphi Automotive PLC
(former) • Ixia (former) | | Stephen G. NewberryMs. Mayer has served as an Executive Partner of Siris Capital Group LLC, a private equity firm, since January 2018. She was the ChairmanExecutive Vice President, Corporate Development and Technology of Sempra Energy, an energy services holding company, from November 2018 to January 2019. From September 2014 to December 2017, Ms. Mayer was the Company’s Board since November 2012. He served as the Company’s Vice Chairman from December 2010 to November 2012,President and Chief Executive Officer from June 2005of Ixia, a test, visibility, security solutions, network testing tools and virtual network security solutions provider for applications across physical and virtual networks that was ultimately acquired by Keysight Technologies in 2017. From May 2011 to January 2012 and President from July 1998 to December 2010. Mr. Newberry joined the Company in August 1997May 2014, Ms. Mayer served as ExecutiveSenior Vice President a role in which heand General Manager of Hewlett-Packard Company’s (HP) Networking business unit and the Network Function Virtualization business unit. From 2010 until 2011, she served until July 1998,as Vice President, Worldwide Marketing and Chief Operating Officer, a role in which he served until June 2005.Alliances of HP’s Enterprise Servers Storage and Networking Group. Prior to joining the Company, Mr. NewberryHP, she held various executive positionsleadership roles at Applied Materials,Blue Coat Systems, Inc. during his17-year tenure there, including as Group Vice President of Global Operations, a hardware, software, and Planning.services provider for cybersecurity and network management; Cisco Systems, Inc., an internet technology company; and Apple Computer, Inc., a technology company.
Mr. NewberryShe has also served as a member of the board of directors of Splunk Inc., a software platform company for real-time operational intelligence, since January 2013, where he chairs the compensation committee.
He previously served on the boardboards of directors of: Nanometrics Incorporated, a provider of process control metrology and inspection systemsSempra Energy since June 2019 after serving from May 2011February 2017 to May 2015,November 2018, where he served as a chair of the compensation committee and member of the nominating and governance committee; Amkor Technology, Inc., a provider of outsourced semiconductor packaging assembly and test services, from March 2009 to May 2011, where he served asshe is a member of the compensationenvironmental, health, safety and technology committee; Nextest Systems Corporation,Marvell Technology Group Ltd, a developer of automated test equipment systems for theinfrastructure semiconductor industry, from 2000 to 2008,solutions company, since May 2018, where he served asshe is a member of the audit compensationcommittee; and nominating and corporate governance committees; and Semiconductor Equipment and Materials International, or “SEMI,”Electronics for Imaging Inc., a global semiconductor equipment trade association,privately held print technology company, since July 2019.
Ms. Mayer previously served on the boards of directors of SnapRoute, Inc., a privately-held developer of open source network stacks for enterprises, from July 2004May 2018 to July 2014; where he served as2019; DataStax, Inc., a memberprivately-held database software provider for cloud applications, from May 2018 to April 2019; Pulse Secure, LLC, a privately-held provider of the executive committee.access and mobile security solutions to both enterprises and service providers, from January 2018 to November 2018; Delphi Automotive PLC, an auto parts supplier, from August 2015 to April 2016; and Ixia from September 2014 to December 2017. Mr. NewberryMs. Mayer earned an M.B.A. degree fromCSU-Monterey Bay and a B.S. degree in ocean engineeringpolitical science from the U.S. Naval Academy and graduated from the Program for Management Development at the Harvard Graduate School of Business.Santa Clara University.
The Board has concluded that Mr. Newberry is qualified toMs. Mayer should serve as a director of the Company because he has more than 30 years of her leadership skills and her experience in the semiconductor equipment industry; his comprehensive understanding of the Companyoperational roles at companies in various technology industries, including networks, network management, servers, security solutions, cybersecurity and its products, markets,internet technology; and strategies gained through his role as an executive of our Company, including as our former Chief Executive Officer; his marketing experience; his previous role, including as a director, at SEMI, our industry’s leading trade association; his public companyher board and governance experience includingfrom service on the audit committee, compensation committees and nominating and governance committees of other companies; and his strong business and operations leadership and expertise.boards. |
Continues on next page u | | | Lam Research Corporation 20172019 Proxy Statement | | 4955 |
| | | 
Abhijit Y. Talwalkar Lead Independent Director Director since 2011 Age 5355 Board Committees: • Compensation and Human Resources ° Chair: 2012 – 2015 ° Member since 2015 • Nominating and Governance ° Chair since 2015 ° Member: 2015-2015 Public company directorshipsdirector-
ships in last five years: • Advanced Micro Devices Inc. • iRhythm Technologies Inc. • TE Connectivity Ltd. • iRhythm Technologies Inc.
• LSI Corporation (former) | | Abhijit Y. Talwalkar is the former President and Chief Executive Officer of LSI Corporation, a leading provider of silicon, systems and software technologies for the storage and networking markets, a position he held from May 2005 until the completion of LSI’s merger with Avago Technologies in May 2014. From 1993 to 2005, Mr. Talwalkar was employed by Intel Corporation, a leading producer of microchips, computing and communications products. At Intel, he held a number of senior management positions, including as Corporate Vice President andCo-General Manager of the Digital Enterprise Group, which was comprised of Intel’s business client, server, storage and communications business, and as Vice President and General Manager for the Intel Enterprise Platform Group, where he focused on developing, marketing, and supporting Intel business strategies for enterprise computing. Prior to joining Intel, Mr. Talwalkar held senior engineering and marketing positions at Sequent Computer Systems, a multiprocessing computer systems design and manufacturer that later became a part of IBM; Bipolar Integrated Technology, Inc., a VLSIvery-large-scale integration (VLSI) bipolar semiconductor company; and Lattice Semiconductor Inc., a service driven developer of programmable design solutions widely used in semiconductor components. Mr. Talwalkar has served as a member of the board of directors of: Advanced Micro Devices Inc., a developer of high performance computing, graphics and visualization technologies, since June 2017, where he serves as a member of the compensation and leadership resources committee and the nominating and corporate governance committee; TE Connectivity Ltd, a connectivity and sensor solutions company, since March 2017;2017, where he has served as a member of the audit and compensation committees; and iRhythm Technologies Inc., digital health care solutions company, since May 2016, where he is the chairman of the board;board and Virtual Power Systems, Inc.,has served as a privately-held software company focused on providing infrastructure to manage data center power, since February 2016.member of the audit, compensation and nominating and governance committees. He previously served as a member of the board of directors of LSI from May 2005 to May 2014 and the U.S. Semiconductor Industry Association a semiconductor industry trade association from May 2005 to May 2014. He was additionally a member of the U.S. delegation for World Semiconductor Council proceedings. Mr. Talwalkar earned a B.S. degree in electrical engineering from Oregon State University. The Board has concluded that Mr. Talwalkar is qualified toshould serve as a director of the Company because of his experience in the semiconductor industry, including as the former chief executive officer of a semiconductor company and his previous role in the semiconductor industry’s trade association; his technology experience; his business and operations leadership roles at other semiconductor companies that include a customer of ours; andthe Company; his finance experience; his global business experience; his mergers and acquisitions experience; his board governance experience from service on other public company boards, including as chairman of another board; and marketing experience.his cybersecurity expertise. |
| | | 
Lih Shyng (Rick L.) Tsai Director since 2016 Age 6668 Board Committees: • Compensation and
Human Resources ° Recently appointed
member Public company directorshipsdirector-
ships in last five years: • MediaTek Inc. • USI CorporationChunghwa Telecom Co,
Ltd. (former) • NXP Semiconductors N.V.
(former) • Chunghwa Telecom Co, Ltd. (former) • Taiwan Semiconductor Manufacturing Company, LimitedUSI Corporation (former)
| | Rick L. Tsai has served as theCo-CEO CEO of MediaTek Inc., a Taiwanese listedTaiwanese-listed global fabless semiconductor company, since February 2018. He wasCo-CEO of MediaTek from June 2017.2017 to February 2018. He is the former Chief Executive Officer of Chunghwa Telecom Co., Ltd., a Taiwanese integrated telecom service provider, a position he held from January 2014 until December 2016. From August 2011 to January 2014, Dr. Tsai concurrently served as Chief Executive Officer of TSMC Solar Ltd., a provider of high-performance solar modules, and TSMC Solid State Lighting Ltd. (SSL), a company providing lighting solutions that combine its parent’s expertise in semiconductor manufacturing and rigorous quality control with its own integrated capabilities spanningepi-wafers, chips, emitter packaging and extensive value-added modules and light engines, both of which are wholly-owned subsidiaries of Taiwan Semiconductor Manufacturing Company, Limited (TSMC). Prior to these positions, Dr. Tsai was TSMC’s President of New Businesses from June 2009 to July 2011 and President and CEO of TSMC from July 2005 to June 2009. Dr. Tsai held other key executive positions, such as COO, EVP of Worldwide Sales and Marketing, and EVP of Operations, since joining TSMC in 1989. Dr. Tsai served as President of TSMC’s affiliate, Vanguard International Semiconductor, from 1999 to 2000. Prior to joining TSMC, Dr. Tsai held various technical positions at Hewlett Packard, an international information technology company, from 1981 to 1989. Dr. Tsai has served as a member of the board of directors of:of MediaTek Inc. since June 2017; and USI Corporation, a Taiwanese listed polyethylene manufacturer, since June 2014.2017. He previously served on the board of directors of: USI Corporation, a Taiwanese-listed polyethylene manufacturer, from June 2014 until March 2019; NXP Semiconductors N.V., from July 2014 until June 2017; Chunghwa Telecom from January 2014 until December 2016, where he served as chairman; TSMC from 2003 to 2013; TSMC Solar and TSMC SSL from August 2011 to January 2014, where he served as their chairman; and Taiwan Semiconductor Industry Association (TSIA) from June 2009 to March 2013, where he served as chairman. Dr. Tsai earned a Ph.D. degree in material science and engineering from Cornell University and a B.S. degree in physics from the National Taiwan University in Taipei, Taiwan. The Board has concluded that Dr. Tsai is qualified toshould serve as a director of the Company because of his substantial operational and leadership experience in global businesses, particularly through his service as president, CEO and director of TSMC, a major customer of the Company; his knowledge of the semiconductor and semiconductor equipment businesses;industry; his extensive executive and board experience for global technology companies, including NXP Semiconductor, Chunghwa Telecom and MediaTek. In making this nomination, in addition to considering the extraordinaryMediaTek; and relevant experience that Dr. Tsai brings to Lam, the independent members of the Board also considered Dr. Tsai’s commitments as aco-CEOhis mergers and director of MediaTek and as a director of USI, both Taiwanese companies, the length of his service with those companies, the fact that he does not serve on any board committees at such public companies or any private company boards, and the fact that he has an excellent attendance record at all of the boards on which he has served, and concluded that his service with other companies will not limit his ability to devote sufficient time to Lam board duties.acquisitions experience. |
Continues on next page u | | | Lam Research Corporation 20172019 Proxy Statement | | 5157 |
| | | 
Leslie F. Varon Director since 2019 Age 62 Board Committees: • Audit ° Recently appointed member Public company director- ships in last five years: • Dentsply Sirona Inc. • Hamilton Lane | | Ms. Varon is the former Chief Financial Officer of Xerox Corporation, a document solutions company, a position she held from November 2015 until December 2016. From January 2017 until March 2017, when she retired from the company, she was a Special Advisor to the then new Xerox Chief Executive Officer. Her previous leadership roles during her tenure at Xerox include: Vice President, Investor Relations from March 2015 until October 2015; Vice President, Finance and Corporate Controller from July 2006 until February 2015, where she oversaw global financial operating executives and had responsibility for corporate financial planning and analysis, accounting, internal audit, risk management, global real estate and worldwide shared services centers; Vice President, North America Finance and Operational Support from October 2004 until June 2006; Vice President, Investor Relations and Corporate Secretary from 1997 until September 2004; and Director of Corporate Audit from 1993 until 1997. Ms. Varon has served as a member of the boards of directors of: Dentsply Sirona, Inc., a manufacturer and distributor of dental product solutions, since January 2018, where she chairs the audit and finance committee; and Hamilton Lane, a private markets investment company, since May 2017, where she is the chair of the audit committee. She previously served on the board of directors of Xerox International Partners, a joint venture of Xerox and Fuji Xerox, from July 2006 until March 2017. Ms. Varon earned an M.B.A. degree from Virginia Tech, and a B.S. degree in Psychology from Binghamton University. The Board has concluded that Ms. Varon should serve as a director of the Company because of her substantial finance experience; her qualifications as an audit committee financial expert; her leadership experience as a former chief financial officer; her board governance experience on other public company boards, including her service as a current chair of two other public company audit committees; and her mergers and acquisitions experience. |
Proposal No. 2: Advisory Vote to Approve Our Named Executive Officer Compensation, or “Say on Pay” The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 orand section 14A of the “Dodd-FrankExchange Act” enables enable the Company’s stockholders to vote to approve, on an advisory ornon-binding basis, our named executive officer compensation, as disclosed in this proxy statement in accordance with SEC rules. Although the vote is advisory and is not binding on us or on our Board, our compensation and human resources committee and, as appropriate, our Board, will take into account the outcome of the vote when considering future executive compensation decisions and will evaluate whether any actions are necessary to address stockholder concerns. We believe that our compensation philosophy has allowed us to attract, retain, and motivate qualified executive officers who have contributed to our success. For more information regarding the compensation of our named executive officers, our compensation philosophy, our 20162018 Say on Pay results and our response, we encourage you to read the section of this proxy statement entitled “Compensation Matters– Executive Compensation and Other Information – Compensation Discussion and Analysis,” the compensation tables, and the narrative following the compensation tables for a more detailed discussion of our compensation policies and practices. We are asking for stockholder approval, on an advisory ornon-binding basis, of the following resolution: ‘RESOLVED, that the stockholders of Lam Research Corporation (the Company) hereby approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of SEC RegulationS-K, including the “Compensation Discussion and Analysis,” the compensation tables and any related narrative disclosure included in the proxy statement.’ Each proxy received by the Proxy Holders will be voted “FOR” the advisory vote to approve the compensation of our named executive officers, unless the stockholder provides other instructions. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement. We provide for annual advisory votes to approve the compensation of our named executive officers. Unless stockholders approve a different frequency for the advisory vote in Proposal No. 3,modified, the next advisory vote to approve our named executive officer compensation will be at the 20182020 annual meeting. Stockholder approval of Proposal No. 2 requires the affirmative vote of the holders of a majority of the outstanding shares of common stock having voting power present, in person or by proxy, at the annual meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY ORNON-BINDING BASIS, OF OUR NAMED EXECUTIVE OFFICER COMPENSATION. Proposal No. 3: Advisory Vote to Approve the Frequency of Holding Future Stockholder Advisory Votes on Our Named Executive Officer Compensation, or “Say on Frequency”
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act enables our stockholders to indicate, at least once every six years, how frequently we should seek a non-binding advisory vote on our named executive officer compensation. By voting on this Proposal No. 3, stockholders may indicate whether they would prefer to hold a non-binding advisory vote on our named executive officer compensation once every one, two, or three years.
After careful consideration, our compensation committee and Board have determined that a non-binding advisory vote on our named executive officer compensation that occurs annually is the most appropriate alternative for the Company and our stockholders, and therefore our Board recommends that you vote for a one-year interval for the non-binding advisory vote on our named executive officer compensation, or “Say on Frequency.”
We believe that an annual vote will continue to allow our stockholders the ability to frequently communicate to us their position on the compensation of our named executive officers
through a non-binding advisory vote on named executive officer compensation. An annual vote further aligns to our annual cash program and the metric that guides that program as well as to our annual granting of long-term equity compensation to the NEOs.
The frequency option (once every “one year”, “two years”, or “three years”) that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on our named executive officer compensation that has been selected by stockholders. However, because this vote is advisory and not binding on the Company, the compensation committee or the Board, the Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on our named executive officer compensation more or less frequently than the option approved by our stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL, ON AN ADVISORY OR NON-BINDING BASIS, OF HOLDING EVERY “ONE YEAR” ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
Continues on next page u | | | | Lam Research Corporation 2019 Proxy Statement | | 59 |
Proposal No. 4:3: Ratification of the Appointment of theErnst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 20182020 Stockholders are being asked to ratify the appointment of Ernst & Young LLP, or “EY,”EY as the Company’s independent registered public accounting firm for fiscal year 2018.2020. Although the audit committee has the sole authority to appoint the Company’s independent registered public accounting firm, as a matter of good corporate governance, the Board submits its selection to our stockholders for ratification. If the stockholders shoulddo not ratify the appointment of EY, the audit committee will contemplate whether to reconsider the appointment. EY has been the Company’s independent registered public accounting firm (independent auditor) since fiscal year 1981. Each proxy received by the Proxy Holders will be voted “FOR” the ratification of the appointment of EY, unless the stockholder provides other instructions. Our audit committee meets periodically with EY to review both audit andnon-audit services performed by EY, as well as the fees charged for those services. Among other things, the committee examines the effect that the performance ofnon-audit services, if any, may have upon the independence of the independent registered public accounting firm. All professional services provided by EY, includingnon-audit services, if any, are subject to approval by the audit committee in accordance with applicable securities laws, rules, and regulations. For more information, see “Audit Matters – -Audit Committee Report” and “Audit Matters – Relationship with Independent Registered Public Accounting Firm” above. A representative of EY is expected to be present at the annual meeting and will have an opportunity to make a statement if he or she so desires. The representative will also be available to respond to appropriate questions from the stockholders. Stockholder approval of Proposal No. 43 requires the affirmative vote of the holders of a majority of the outstanding shares of common stock having voting power present, in person or by proxy, at the annual meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2018.2020. Continues on next page u
| | | Lam Research Corporation 2017 Proxy Statement | | 53 |
Proposal No. 5: Stockholder Proposal, If Properly Presented at the Annual Meeting, Regarding Annual Disclosure of EEO-1 Data
Representatives of the New York City Comptroller (the “Proponent”), on behalf of the New York City Pension Funds, 1 Centre Street, New York, NY 10007, have advised that the New York City Pension Funds are the beneficial owner of 263,858 shares of the Company’s common stock and that the Proponent intends to introduce a proposal for the consideration of stockholders at the 2017 Annual Meeting of Stockholders, the text of which reads as follows.
RESOLVED:Shareholders request that the Board of Directors adopt and enforce a policy requiring Lam Research Corporation (the “Company”) to disclose annually its EEO-1 data — a comprehensive breakdown of its workforce by race and gender according to 10 employment categories — on its website or in its corporate social responsibility report, beginning in 2017.
Supporting Statement from Proponent
Diversity matters. Numerous studies suggest that companies with comprehensive diversity policies and programs, and strong leadership commitment to implement and fully integrate diversity into their culture and practices, enhance long-term shareholder value. A McKinsey & Company global study (Diversity Matters, February 2015), for example, found that “companies in the top quartile for racial and ethnic diversity are 35 percent more likely to have financial returns above their respective national industry median.”
Workplace diversity provides competitive advantage by generating diverse, valuable perspectives, creativity, innovation and adaptation, increased productivity and morale, while eliminating the limitations of “groupthink.” It also reduces potential legal and reputational risks associated with workplace discrimination and builds corporate reputations as fair employers.
The high tech industry of which the company is a part, is characterized by persistent and pervasive underrepresentation of minorities and women, particularly in senior positions.
Based on 2014 EEO-1 filings, the EEOC Commission estimates that the high tech industry is over 64% male and over 68% white. Blacks, Hispanics and women are under-represented in high tech compared to their representation in all private industries. Black and Hispanic representation at the
executive, managerial and professional levels is between one and five percent, and women representation at these levels is between 20% and 30%. All three groups’ representation at these levels in high tech is lower than for all private industries (https://www.eeoc.gov/eeoc/statistics/reports/hightech/upload/diversity-in-high-tech-report.pdf).
Lam Research provides no information on the gender and racial makeup of its total workforce. This does not allow investors to fully evaluate the company’s diversity initiatives and their impact, especially across job categories and particularly in more senior roles. Without more detailed quantitative information on a comparable basis, shareholders have no way to evaluate and benchmark the effectiveness of these efforts over time and relative to peers.
Federal law requires companies with 100 or more employees to annually submit an EEO-1 Report to the Equal Employment Opportunity Commission. The report profiles a company’s workforce by race and gender in 10 job categories, including senior management.
Over two-thirds of S&P 100 companies now disclose EEO-1 data, including companies in the technology industry such as Apple, Alphabet, Salesforce and Ingram Micro.
The proposal does not limit the company from providing more detailed quantitative and qualitative disclosures where appropriate. We also encourage the company to describe the steps it is taking and the challenges it faces in moving forward to achieve its diversity plans and goals.
Board of Directors’ Voting Recommendation and Statement in Opposition to Stockholder Proposal
The Board has considered the stockholder proposal, believes it is not in the best interests of stockholders and recommends a vote AGAINST the proposal because:
we have a strong commitment to diversity and inclusion in our workforce; and
the EEO-1 data is not reflective of our diversity, and could be misinterpreted in ways that could hinder our efforts for greater diversity and inclusion.
Lam Research believes that workforce diversity and inclusion contributes to the Company’s success by enhancing creativity, innovation, and speed to the right solutions and is committed to fostering and celebrating diversity and inclusion in our workforce. However, the Board has concluded that adoption of the proposal and disclosure of the EEO-1 data would not assist our stockholders in evaluating and benchmarking the effectiveness of our diversity and inclusion efforts over time and relative to our peers, or provide an appropriate platform for a meaningful discussion about diversity and inclusion.
Our commitment to diversity and inclusion in our workforce. Lam has been and continues to be committed to fostering diversity and inclusion, and we strive to maintain a culture and adherence to core values that attract and celebrate workforce diversity on a global basis. We believe that diversity promotes creativity, innovation, and mutual respect, which are all core to our values. We recognize that the unique viewpoints and experiences of every employee are important to achieving our mission to be a world-class provider of innovative technology and productivity solutions to the semiconductor industry.
Because of this, we invest in initiatives and practices to attract, engage, retain and promote employees with diverse perspectives, talents, and experiences from all around the world. Our diversity and inclusion activities include community outreach, targeted programs, and other activities intended to increase the diverse culture and experiences of our global workforce. We are active in science, technology, engineering and math (STEM) education for girls and women from elementary school through university level, we provide diversity-targeted scholarships, offer leadership training on diversity and inclusion, participate in sponsored presentations and programs, and offer job procurement skills training. We target the hiring and placement of veterans through our Military Hiring program. We provide opportunities for our employees to participate in cross-functional global teams, where our employees’ backgrounds and different perspectives from the global communities where we work can be reflected through the exchange and promotion of new ideas, interactions, and learnings. We also support employee-directed groups focused on diversity and inclusion and professional networking events for our employees.
Recognizing that maintaining a commitment to diversity and inclusion requires continual leadership, focus, and effort, we are committed to building on our ongoing efforts to maintain and enhance our inclusive and diverse workforce.
EEO-1 data is not reflective of Lam’s diversity and could be misinterpreted in ways that could hinder our efforts for greater diversity and inclusion.In our view, the Equal Employment Opportunity Commission (EEOC) data does not fully reflect the job-role structure of a manufacturing company in the technology sector. The Form EEO-1, which is a government-mandated form filed annually with the EEOC on a confidential basis, requires a company to categorize its U.S. workforce by gender and race according to certain generic EEOC-mandated job categories, without allowing for company- or industry-specific factors or context. In certain circumstances, the format of the form has required Lam to categorize employees into the pre-defined job categories in ways that do not fully reflect our employees’ actual job roles or descriptions. As a result, the data could be misleading or vulnerable to misinterpretation. For these reasons, publication of the EEO-1 data would not meaningfully reflect Lam’s specific circumstances in context and would not be materially helpful for investors to understand our diversity relative to peers.
Furthermore, the EEO-1 data does not offer any insight into our actual global initiatives and practices promoting diversity and inclusion, and therefore is not a meaningful indicator of Lam’s commitment to diversity and equal employment opportunity.
Unlike the proposal’s proponents, we do not believe that disclosure of the EEO-1 data would provide an appropriate platform for a meaningful discussion about diversity and inclusion. On the contrary, disclosure of such information could hinder our efforts to attract, engage, retain and promote diverse employment candidates and employees if it is misconstrued, including by such candidates and employees. Public disclosure of the EEO-1 data also could negatively impact the Company’s interest in protecting the confidential nature of the EEOC-mandated report and data.
The Board’s recommendation against the proposal. For the reasons described above, the Board believes that public disclosure of Lam’s EEO-1 data would not be in the best interests of our stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING, REGARDING ANNUAL DISCLOSURE OF EEO-1 DATA.
Continues on next page u
| | | Lam Research Corporation 2017 Proxy Statement | | 55 |
Other Voting Matters We are not aware of any other matters to be submitted at the annual meeting. If any other matters properly come before the annual meeting, the Proxy Holders intend to vote the shares they represent as the Board may recommend or, if the Board does not make a recommendation, as the Proxy Holders decide in their reasonable judgment. It is important that your your stock holdings be represented at the meeting, regardless of the number of shares you hold. We urge you to complete and return the accompanying proxy card in the enclosed envelope, or vote your shares by telephone or internet, as described in the materials accompanying this proxy statement.
| | | | | Voting and Meeting Information |
Information Concerning Solicitation and Voting Our Board solicits your proxy for the 20172019 Annual Meeting of Stockholders and any adjournment or postponement of the meeting, for the purposes described in the “Notice“Notice of 20172019 Annual Meeting of Stockholders.” The sections below show important details about the annual meeting and voting. Record Date Only stockholders of record at the close of business on September 11, 2017,6, 2019, the “Record Date,” are entitled to receive notice of and to vote at the annual meeting. Shares Outstanding As of the Record Date, 162,496,503144,834,045 shares of common stock were outstanding. Quorum Stockholders who hold shares representing a majority of our shares of common stock outstanding and entitled to vote on the Record Date must be present in person or represented by proxy to constitute a quorum. A quorum is required to transact business at the annual meeting. Inspector of Elections The Company will appoint an inspector of elections to determine whether a quorum is present. The inspector will also tabulate the votes cast by proxy or at the annual meeting. Effect of Abstentions and BrokerNon-Votes Shares voted “abstain” and brokernon-votes (shares held by brokers that do not receive voting instructions from the beneficial owner of the shares, and do not have discretionary authority to vote on a matter) will be counted as present for purposes of determining whether we have a quorum. For purposes of voting results, abstentions will not be counted with respect to the election of directors but will have the effect of “no” votes with respect to other proposals, and brokernon-votes will not be counted with respect to any proposal. Voting by Proxy Stockholders may vote by internet, telephone, or mail, per the instructions on the accompanying proxy card. Voting at the Meeting Stockholders can vote in person during the meeting. Stockholders of record will be on a list held by the inspector of elections. Each beneficial owner (an owner who is not the record holder of their shares) must obtain a proxy from the beneficial owner’s brokerage firm, bank, or the stockholder of record holding such shares for the beneficial owner, and present it to the inspector of elections with a ballot. Voting in person by a stockholder as described here will replace any previous votes of that stockholder submitted by proxy. Changing Your Vote Stockholders of record may change their votes by revoking their proxies at any time before the polls close by (1) submitting a later-dated proxy by the internet, telephone or mail, or (2) submitting a vote in person at the annual meeting. Before the annual meeting, stockholders of record may also deliver voting instructions to: Lam Research Corporation, Attention: Secretary, 4650 Cushing Parkway, Fremont, California 94538. If a beneficial owner holds shares through a bank or brokerage firm, or another stockholder of record, the beneficial owner must contact the stockholder of record in order to revoke any prior voting instructions. Voting Instructions If a stockholder completes and submits proxy voting instructions, the people named on the proxy card as proxy holders, the “ProxyProxy Holders” will follow the stockholder’s instructions. If a stockholder submits proxy voting instructions but does not include voting instructions for each item, the Proxy Holders will vote as the Board recommends on each item for which the stockholder did not include an instruction. The Proxy Holders will vote on any other matters properly presented at the annual meeting in accordance with their best judgment. Voting Results We will announce preliminary results at the annual meeting. We will report final voting results athttp:https://investor.lamresearch.com and in a Form8-K to be filed shortly after the annual meeting. Availability of Proxy Materials Beginning on September 28, 2017,25, 2019, this proxy statement and the accompanying proxy card and 20172018 Annual Report on Form10-K to Stockholders will be mailed to stockholders entitled to vote at the annual meeting who have designated a Continues on next page u | | | Lam Research Corporation 20172019 Proxy Statement | | 5761 |
the annual meeting who have designated a preference for a printed copy. Stockholders who previously chose to receive proxy materials electronically were sent an email with instructions on how to access this year’s proxy materials and the proxy voting site.
We have also provided our stockholders access to our proxy materials over the internet in accordance with rules and regulations adopted by the SEC. These materials are available on our website athttp:https://investor.lamresearch.comand at www.proxyvote.com. We will furnish, without charge, a printed copy of these materials and our 20172018 Annual Report (including exhibits) on request by telephone(510-572-1615), by mail (to Investor Relations, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538), or by email (toinvestor.relations@lamresearch.com). A Notice of Internet Availability of Proxy Materials will be mailed beginning on September 28, 201725, 2019 to all stockholders entitled to vote at the meeting. The notice will have instructions for stockholders on how to access our proxy materials through the internet and how to request that a printed copy of the proxy materials be mailed to them. The notice will also have instructions on how to elect to receive all future proxy materials electronically or in printed form. If you choose to receive future proxy materials electronically, you will receive an email each year with instructions on how to access the proxy materials and proxy voting site. Proxy Solicitation Costs The Company will bear the cost of all proxy solicitation activities. Our directors, officers and other employees may solicit proxies personally or by telephone, email or other communication means, without any cost to Lam Research. In addition, we have retained D.F. King & Co., Inc. to assist in obtaining proxies by mail, facsimile or email from brokers, bank nominees and other institutions for the annual meeting. The estimated cost of such services is $12,000 plusout-of-pocket expenses. D.F. King & Co, Inc. may be contacted at 48 Wall Street, New York, New York 10005. We are required to request that brokers and nominees who hold stock in their names furnish our proxy materials to the beneficial owners of the stock, and we must reimburse these brokers and nominees for the expenses of doing so in accordance with statutory fee schedules. Other Meeting Information Annual Meeting Admission All stockholders entitled to vote as of the Record Date are entitled to attend the annual meeting. Admission of stockholders will begin at 9:00 a.m. Pacific Standard Time on November 8, 2017.5, 2019. Any stockholders interested in attending the annual meeting should be prepared to present government-issued photo identification, such as a valid driver’s license or passport, and verification of ownership of Company common stock or proxy status as of the Record Date for admittance. For stockholders of record as of the Record Date, proof of ownership as of the Record Date will be verified prior to admittance into the annual meeting. For stockholders who were not stockholders as of the Record Date but hold shares through a bank, broker or other nominee holder, proof of beneficial ownership as of the Record Date, such as an account statement or similar evidence of ownership, will be verified prior to admittance into the annual meeting. For proxy holders, proof of valid proxy status will also be verified prior to admittance into the annual meeting. Stockholders and proxy holders will be admitted to the annual meeting if they comply with these procedures. Information on how to obtain directions to attend the annual meeting and vote in person is available on our website athttp:https://investor.lamresearch.com. Voting on Proposals Pursuant to Proposal No. 1, Board members will be elected at the annual meeting to fill ten10 seats on the Board to serve until the next annual meeting of stockholders, and until their respective successors are elected and qualified, under a “majority vote” standard. The majority voting standard means that, even though there are ten10 nominees in total for the ten10 Board seats, a nominee will be elected only if he or she receives an affirmative “for” vote from stockholders owning, as of the Record Date, at least a majority of the shares present and voted at the meeting in such nominee’s election by proxy or in person. If an incumbent fails to receive the required majority, his or her previously submitted resignation will be promptly considered by the Board. Each stockholder may cast one vote (“for” or “withhold”), per share held, for each of the ten nominees. Stockholders may not cumulate votes in the election of directors. Each share is entitled to one vote on Proposals No. 2 3, 4 and 5.3. Votes may be cast “for,” “against” or “abstain” on Proposals No. 2 4 and 5. Votes may be cast for “one year”, “two years”, “three years” or “abstain” on Proposal 3. Approval of each of Proposals No. 2 – 5and 3 requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and cast at the meeting. If a stockholder votes by means of the proxy solicited by this proxy statement and does not instruct the Proxy Holders how to vote, the Proxy Holders will vote: “FOR” all individuals nominated by the Board; “FOR” approval, on an advisory basis, of our named executive officer compensation; for “ONE YEAR” approval, on an advisory basis, of the frequency of holding future advisory votes on our named executive officer compensation;and “FOR” the ratification of EY as the Company’s independent registered public accounting firm for fiscal year 2018; and “AGAINST” the stockholder proposal, if properly presented at the annual meeting, regarding annual disclosure of EEO-1 data.2020.
If you choose to vote in person, you will have an opportunity to do so at the annual meeting. You may either bring your proxy card to the annual meeting, or if you do not bring your proxy card, the Company will pass out written ballots to anyone who was a stockholder as of the Record Date. As noted above, if you are a beneficial owner (an owner who is not the record holder of their shares), you will need to obtain a proxy from your brokerage firm, bank, or the stockholder of record holding shares on your behalf. Voting by 401(k) Plan Participants Participants in Lam’s Savings Plus Plan, Lam Research 401(k), or the “401(k) Plan,” who held Lam common stock in their personal 401(k) Plan accounts as of the Record Date will receive this proxy statement, so that each participant may vote, by proxy, his or her interest in Lam’s common stock as held by the 401(k) Plan. The 401(k) Plan trustee will aggregate and vote proxies in accordance with the instructions in the proxies of employee participants that it receives. Stockholder Accounts Sharing the Same Last Name and Address; Stockholders Holding Multiple Accounts To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Lam Research stock but who share the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only one copy of our proxy statement and annual report unless one of the stockholders notifies our investor relations department that one or more of them want to receive separate copies. This procedure reduces duplicate mailings and therefore saves printing and mailing costs, as well as natural resources. Stockholders who participate in householding will continue to have access to all proxy materials athttp:https://investor.lamresearch.com, as well as the ability to submit separate proxy voting instructions for each account through the internet or by telephone. Stockholders holding multiple accounts of Lam common stock may request separate copies of the proxy materials by contacting us by telephone(510-572-1615), by mail (to Investor Relations, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538) or by email (toinvestor.relations@lamresearch.com). Stockholders may also contact us by telephone, mail or email to request consolidation of proxy materials mailed to multiple accounts at the same address. Stockholder-Initiated Proposals and Nominations for 20182020 Annual Meeting Proposals submitted under SEC rules for inclusion in the Company’s proxy statement.Stockholder-initiated proposals (other (other than director nominations) may be eligible for inclusion in our proxy statement for next year’s 20182020 annual meeting of stockholders (in accordance with SECRule 14a-8) and for consideration at the 20182020 annual meeting of stockholders. The Company must receive a stockholder proposal no later than May 31, 201828, 2020 for the proposal to be eligible for inclusion. Any stockholder interested in submitting a proposal or nomination is advised to contact legal counsel familiar with the detailed securities law requirements for submitting proposals or nominations for inclusion in a company’s proxy statement. Proposed nominations of directors under Company bylaws for Proxy Access.Our bylaws provide for “Proxy Access.” Pursuant to the Proxy Access provisions of our bylaws, a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years can nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholders and the nominees satisfy the requirements specified in our bylaws. If a stockholder or group of stockholders wishes to nominate one or more director candidates to be included in our proxy statement for the 20182020 annual meeting of stockholders pursuant to Proxy Access, all of the information required by our bylaws must be received by the Secretary of the Company no earlier than May 1, 2018,April 28, 2020, and no later than May 31, 2018.28, 2020. Proposals and nominations under Company bylaws for presentation at the annual meeting but for which the proponent does not seek to include materials in our proxy statement.Stockholders may also submit proposals for consideration and nominations of director candidates for election at the annual meeting by following certain requirements set forth in our bylaws. These proposals will not be eligible for inclusion in the Company’s proxy statement for the 20182020 annual meeting of stockholders unless they are submitted in compliance with then applicable SEC rules or pursuant to the Proxy Access described above; however, they will be presented for consideration at the 20182020 annual meeting of stockholders if the requirements established by our bylaws for stockholder proposals and nominations have been satisfied. Our bylaws establish requirements for stockholder proposals and nominations not included in our proxy statement to be considered at the annual meeting. Assuming that the 20182020 annual meeting of stockholders takes place at roughly the same date next year as the 20172019 annual meeting (and subject to any change in our bylaws – which would be publicly disclosed by the Company – and to any provisions of then-applicable SEC rules), a stockholder of record must submit the proposal or nomination in writing and it must be received by the Secretary of the Company no earlier than July 12, 2020, and no later than August 11, 2020. Continues on next page u | | | Lam Research Corporation 20172019 Proxy Statement | | 5963 |
| | annual meeting (and subject to any change in our bylaws—which would be publicly disclosed by the Company—and to any provisions of then-applicable SEC rules), A stockholder of record must submit the proposal or nomination in writing and it must be received by the Secretary of the Company no earlier than July 15, 2018, and no later than August 14, 2018;
|
For a full description of the requirements for submitting a proposal or nomination, see the Company’s bylaws. Submissions or questions should be sent to: Secretary, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538. By Order of the Board of Directors, 
Sarah A. O’Dowd Secretary Fremont, California Dated: September 28, 201725, 2019 | | |  
LAM RESEARCH CORPORATION ATTN: INVESTOR RELATIONS 4650 CUSHING PARKWAY FREMONT, CACALIFORNIA 94538 | | VOTE BY INTERNET -www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NYNew York 11717. |
| | | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | E32537-P95722-Z70509E84662-P28350-Z75551
| | KEEP THIS PORTION FOR YOUR RECORDS |
| | | | | | | | | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LAM RESEARCH CORPORATION | | | | For All | | Withhold All | | For All Except | | | | | | To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below. | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR all ten of the nominees listed in proposal 1:1. | | | | | | | | | | | | | | | | | | | | | | | | | 1. Election of Directors | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nominees: 01) Martin B. AnsticeSohail U. Ahmed 06) Young Bum (YB) KohCatherine P. Lego | | | | | | | | | | | | | | | | | | | | | | | | | 02) Eric K. BrandtTimothy M. Archer 07) Catherine P. LegoBethany J. Mayer | | | | | | | | | | | | | | | | | | | | | | | | | | | 03) Michael R. CannonEric K. Brandt 08) Stephen G. NewberryAbhijit Y. Talwalkar | | | | | | | | | | | | | | | | | | | | | | | | | 04) Youssef A. El-MansyMichael R. Cannon 09) Abhijit Y. Talwalkar 05) Christine A. Heckart 10) Lih Shyng (Rick L.) Tsai
05) Youssef A. El-Mansy 10) Leslie F. Varon | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR proposals 2 and 4 and for 1 YEAR on proposal 3. | | For | | Against | | Abstain | | | | | | | | | | For | | Against | | Abstain | | | | | | | | | | | | | | | | | | | | | | | 2. Advisory vote to approve the compensation of the named executive officers of Lam Research, or “Say on Pay.” | | | | ☐ | | ☐ | | ☐ | | | | 4. | | Ratification of the appointment of the independent registered public accounting firm for fiscal year 2018. | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | 1 Year | | 2 Years | | 3 Years | | Abstain | | | | The Board of Directors recommends you vote AGAINST proposal 5. | | | | | | | | | | | | | | | | | 3. Advisory vote to approveRatification of the frequencyappointment of holding future stockholder advisory votes on our named executive officer compensation, or “Say on Frequency.”the independent registered public accounting firm for fiscal year 2020. | | ☐ | | ☐ | | ☐ | | ☐ | | | | 5.
| | Stockholder proposal, if properly presented at the annual meeting, regarding annual disclosure of EEO-1 data.
| | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | NOTE:Other business that may properly come before the annual meeting (including any adjournment or postponement thereof) will be voted as the proxy holders deem advisable. | | | | | | | | | | | | | | | | | | | | | | | | For address change/comments, mark here. (see reverse for instructions) | | ☐ | | | | NOTE:Other business that may properly come before the annual meeting (including any adjournment or postponement thereof) will be voted as the proxy holders deem advisable.
| | | | | | | | | | | | | | | | | | | | | | | | | | | Please indicate if you plan to attend this meeting. | | | | ☐ Yes | | ☐ No | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Please sign exactly as your name(s) appear(s) in this card. When signing as attorney, executor, administrator, or other fiduciary, please give full title. Joint owners should each sign personally. For a Corporation, an authorized officer must sign. For a partnership, an authorized person must sign. | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | Date | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report Combined Document are available atwww.proxyvote.com. E32538-P95722-Z70509E84663-P28350-Z75551
| | | | | | | | | | | | | | | | | | THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF LAM RESEARCH CORPORATION IN CONJUNCTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 8, 20175, 2019 The undersigned stockholder of LAM RESEARCH CORPORATION, a Delaware corporation (the “Company”), hereby (a) acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated September 28, 2017,25, 2019, and the 20172019 Annual Report to Stockholders; (b) appoints Martin B. AnsticeTimothy M. Archer and George M. Schisler, Jr., or either of them, proxy holders and attorneys-in-fact, each with full power to designate substitutes, on behalf and in the name of the undersigned, to represent the undersigned at the 20172019 Annual Meeting of Stockholders of LAM RESEARCH CORPORATION (and any adjournment(s) or postponement(s) of the Meeting) to be held on November 8, 20175, 2019 at 9:30 a.m., Pacific Standard Time, in the Building CA1 Auditorium at the principal executive offices of the Company located at 4650 Cushing Parkway, Fremont, California 94538, and (c) authorizes the proxy holders to vote all shares of Common Stock that the undersigned would be entitled to vote if personally present at the Meeting, on the matters set forth on the reverse side and, in their discretion, on any other matter(s) that may properly come before the Meeting or any adjournment(s) or postponement(s) of the Meeting. This proxy will be voted as directed. If no contrary direction is indicated, the proxy will be voted FOR all ten of the director nominees listed in proposal 1,1; FOR the advisory vote to approve the compensation of the named executive officers of Lam Research, or “Say on Pay,Pay;” for 1 YEAR on the advisory vote to approve the frequency of holding future stockholder advisory votes on our named executive officer compensation, or “Say on Frequency,” and FOR the proposal to ratify the appointment of the independent registered public accounting firm for fiscal year 2018; AGAINST the stockholder proposal, if properly presented at the annual meeting, regarding annual disclosure of EEO-1 data;2020; and as the proxy holders deem advisable, on any other matter(s) that may properly come before the meeting. | | | | | | | | Address change/comments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (If you noted any address change/comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side | | | | |
|
Date and Time
Place
