UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.     )

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Filed by a Party other than the Registrant☐

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Applied Materials, Inc.

(Name of Registrant as Specified In Its Charter)

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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

		Applied Materials, Inc. 3050 Bowers Avenue Santa Clara, California 95054 (408) 727-5555

January 30, 202025, 2023

Dear Fellow Shareholders:

On behalf of the Board of Directors, we are pleased to invite you to attend Applied Materials’ 20202023 Annual Meeting of Shareholders, which will be held on Thursday, March 12, 2020,9, 2023, at 11:00 a.m. Pacific Time at our corporate offices at 3050 Bowers Avenue, Building 1, Santa Clara, California 95054.

We encourage you to read this Proxy Statement because it contains important information for voting your shares and sets forth how the Board oversaw your investment over the past year. This year’s Proxy Statement reflects our continued focus on our business strategy, an engaged and effective Board, sound corporate governance and executive compensation practices, our sustainabilityEnvironmental, Social, and corporate social responsibilityGovernance strategy, and our regular dialogue with and responsiveness to our shareholders.

Financial Performance and Business Strategy

In fiscal 2019,2022, Applied Materials delivered solid results inachieved record performance while continuing to navigate COVID-related restrictions, supply chain shortages, and a challenging market environmentgeopolitical and macroeconomic environment. Our revenues increased 12% and earnings per share increased 16% year-over-year.

As we look ahead, we remain very positive about our long-term growth opportunities. Semiconductors are the foundation of digital transformation that was shaped by down cycleswill affect nearly every sector of the global economy in both semiconductor and display equipment spending. Our broadthe coming years. Applied Materials has the industry’s broadest portfolio of products and technologies has helped make Applied a more resilient company that can perform wellenable improvements in a variety of conditions. We are carefully managingchip power, performance, area, cost, and time-to-market (PPACt^™). Our highly differentiated materials engineering solutions accelerate our spending while increasing our R&D investments in new capabilitiescustomers’ technology roadmaps and products that put us in a great position for the future.

We maintain a positive long-term view of our markets as major newcreate exciting growth drivers emerge in the form of the Internet of Things (IoT), big data and artificial intelligence (AI). As the industry transitions to this new era of computing, there is a tremendous need for innovation in semiconductors and displays, and we believe this creates exciting opportunities for Applied.

Making Possible a Better Future

We remain focusedalso continued to make strong progress towards our 10-year sustainability roadmap, which we introduced in 2020. Our strategy considers our direct impact and how we run our business (1X), our industry’s impact and those of our customers and suppliers (100X), and how our technology can be used to advance sustainability on working closelya global scale (10,000X). Among our other achievements, we continued to increase our usage of renewable energy, reduce our operational greenhouse gas emissions in line with our customers2030 goals, strengthen our culture of inclusion, and accelerate sustainable innovation, including improving the energy efficiency and longevity of our products.

An Independent, Diverse and Experienced Board

We continue to accelerate their roadmapshave an active and bring technology breakthroughsongoing Board refreshment process, as a result of which we have added two new directors over the last three years, each of whom benefits Applied as the company continues to market.scale its operations to support future growth and furthers our Board’s commitment to maintain a composition that aligns with the Company’s evolving business and strategic needs. With a balance of tenures, a diversity of personal characteristics and experiences, and a range of skills – including relevant subject matter expertise – our Board is well-positioned to oversee Applied’s management team and support Applied’s long-term strategy.

Shareholder Engagement and Demonstrated Responsiveness

We are committed to effective corporate governance that is informed by our shareholders, promotes the long-term interests of our company and its shareholders, and strengthens the Board’s and management’s accountability.

We have a robust shareholder outreach program that focuses on governance, compensation, environmental and sustainability issues of interest to our shareholders. The outreach is a recurring, year-round effort, led by a cross-functional team that includes membersshareholders, particularly in the areas of our Investor Relations, Global Rewards, Diversitygovernance, compensation, environmental sustainability, and Inclusion, Environmental Healthhuman capital matters such as diversity and Safety and Legal functions, with participation of independent directors where appropriate.inclusion. Shareholder feedback continues to directly informsinform the Board’s decision-making on a variety of matters.

In responseimportant matters, and this Proxy Statement includes enhancements that are direct responses to the high level of shareholder support at last year’s annual meeting for a proposal for shareholder action by written consent, management and directors engaged in an extensive shareholder outreach to hear directly from our shareholders on their views on the topic. Feedback received was shared and discussed with the full Board. In response to the shareholder feedback and after careful consideration, the Board is submitting for shareholder approval an amendment and restatement of our Certificate of Incorporation to allow shareholder action by written consent.this feedback.

Thank you for your continued investment in and support of Applied Materials.

Sincerely,

NOTICE OF

2020 ANNUAL MEETING OF SHAREHOLDERS

Thursday, March 12, 2020

at 11:00 a.m. Pacific Time

The 2020Notice of 2023 Annual Meeting of Shareholders of Applied Materials, Inc. will be held on Thursday, March 12, 2020, at 11:00 a.m. Pacific Time at our corporate offices at 3050 Bowers Avenue, Building 1, Santa Clara, California 95054.

			When			Thursday, March 9, 2023 at 11:00 a.m. Pacific Time
			Where			Applied Materials, Inc., 3050 Bowers Avenue, Building 1, Santa Clara, California 95054
			Who Can Vote			Shareholders of record at the close of business on January 11, 2023 and holders of proxies for those shareholders

Items of Business

Your vote is important to us. You may vote via the Internet or by telephone, or if you requested to receive printed proxy materials, by signing, dating, and returning your proxy card. If you are voting via the Internet or by telephone, your vote must be received by 11:59 p.m. Eastern Time on Wednesday, March 11, 2020.8, 2023. For specific voting instructions, please refer to the information provided in the following Proxy Statement, together with your proxy card or the voting instructions you receive bye-mail or that are provided via the Internet.

If you received a Notice of Internet Availability of Proxy Materials on how to access the proxy materials via the Internet, a proxy card was not sent to you, and you may vote only via the Internet, unless you have requested a paper copy of the proxy materials, in which case, you may also vote by telephone or by signing, dating, and returning your proxy card. Shares cannot be voted by marking, writing on, and returning the Notice of Internet Availability. Any Notices of Internet Availability that are returned will not be counted as votes. Instructions for requesting a paper copy of the proxy materials are set forth on the Notice of Internet Availability.

By Order of the Board of Directors

By Order of the Board of Directors Teri A. Little Senior Vice President, Chief Legal Officer and Corporate Secretary

Christina Y. Lai Corporate Secretary

Santa Clara, California

January 30, 202025, 2023

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on March 12, 2020: 9, 2023: The Proxy Statement and Annual Report to Shareholders are available at www.proxyvote.com.www.proxyvote.com.

TABLE OF CONTENTSTable of Contents

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements, including those regarding anticipated growth and trends in our businesses and markets, industry outlooks market share,and demand drivers, technology transitions, our business, strategies and financial performance, our investment and growth strategies, our development of new products and technologies, our sustainability goals and capabilities,commitments, and other statements that are not historical fact, and actual results could differ materially. Risk factors that could cause actual results to differ are set forth in the “Risk Factors” section of, and elsewhere in, our 20192022 Annual Report on Form10-K and other filings with the Securities and Exchange Commission. All forward-looking statements are based on management’s estimates, projections, and assumptions as of the date hereof, and Applied Materials undertakeswe undertake no obligation to update any such statements.

2020 PROXY STATEMENT SUMMARYProxy Statement Summary

Applied Materials, Inc.    i

2020 PROXY STATEMENT SUMMARY         Proxy Statement Summary

         Proxy Statement Summary

Board Practices and Composition

Ensuring the Board is composed of directors who possess a wide variety of relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of shareholders is a top priority of the Board and the Corporate Governance and Nominating Committee.Committee (the “Governance Committee”). Our Board composition reflects strong Board practices that support regular refreshment based on our board needs, evolving strategy, and proactive succession planning.

Director Nominee Expertise

Key Attributes

* Ethnically diverse means a director who self-identifies as one or more of the following (defined by Nasdaq as an Underrepresented Minority): Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native or Native Hawaiian or Pacific Islander.

         Proxy Statement Summary

Semiconductor Industry & Technology Financial and Accounting Global Business Strategy and Innovation Operations and Infrastructure Government Policy M&A and Organizational Growth Risk Management Public Company Board Experience Executive Leadership Independence 9 of 10 director nominees are independent Diversity 40% of director nominees are ethnically and/or gender diverse 30% are female 20% are ethnically diverse Tenure 2 directors added to Board over last 2 years > 10 years tenure 4-10 years tenure 0-4 years tenure 4 directors 3 directors 3 directors

Board Practices Support Thoughtful Board Composition

         Proxy Statement Summary

Shareholder Engagement

We believe that strong corporate governance should include regular engagement with our shareholders to enable us to understand and respond to shareholder concerns. We have a robust shareholder outreach program led by a cross-functional team that includes members of our Investor Relations, Global Rewards, Diversity and Inclusion, Environmental Health and SafetyESG, and Legal functions. Independent members of our Board are also involved, as appropriate. In the fall, we proactively solicit feedback on our executive compensation program, corporate governance practices, and sustainability and inclusiondiversity and diversityinclusion initiatives, as well as any matters voted on at our prior annual meeting. After the filing of our proxy statement, we engage again with our shareholders about important topics to be addressed at our annual meeting. Following our annual meeting, weour Human Resources and Compensation Committee (the “HRCC”) and Governance Committee review the results of the meeting and investor feedback, as well as evaluate emerging trends in corporate governance and other areas. We share feedback we receive from our shareholders with the Human Resources and Compensation Committee, Corporate Governance and Nominating Committee, and the full Board. Shareholder input is then factored into the Board’s decision-making. See “Shareholder Engagement”“Shareholder Engagement” on page 1322 for more information.

In response to the high level of shareholder support at last year’s annual meeting for the proposal on shareholder action by written consent, this year, we also engaged in extensive shareholder outreach to hear directly from our shareholders on their views on shareholder action by written consent, as well as our existing special meeting process. Some of our independent directors participated in the outreach with several of our shareholders. Feedback received from the shareholders was shared and discussed with the Board. See “Shareholder Engagement” on page 13 for more information.

         Proxy Statement Summary

Highlights of five-year performance achievements across key financial measures

Non-GAAP adjusted operating margin andnon-GAAP adjusted EPS are performance targets under our bonuslong-term incentive and long-term incentivebonus plans. See Appendix A fornon-GAAP reconciliations.

         Proxy Statement Summary

Total Shareholder Return Performance

In fiscal 2022, our total shareholder return performance was negatively impacted by global macro-economic conditions, including monetary tightening measures taken by central banks around the world to address inflation as well as industry headwinds, including trade restrictions on sales of a subset of our products to customers in China. However, as shown below, for the five year period beginning with fiscal 2018 Applied has substantially outperformed the S&P 500 Index, reflecting the company’s ability to create unique and innovative materials engineering solutions that accelerate its customers’ technology roadmaps.

Fiscal 2018 – Fiscal 2022 Total Shareholder Return vs. S&P 500 and Proxy Peers¹

Key Compensation Actions

Performance-Based Compensation Decisions.The Human Resources and Compensation Committee (“HRCC”)HRCC approved an aggressive set of scorecard targetsperformance goals for the executive officers for fiscal 2019,2022, including financial targets above any levels that would represent record performance for Applied, had achieved in the past, as well as equally challenging operational targets. Although the aggressive targets resulted in below-target bonus payments, the Company expects to see market share growth for calendar year 2019 and also made significant progress on long-term growth initiatives.

During fiscal 2019,2022, Applied delivered solidexceptional financial and operational performanceresults in a challenging environment and made meaningful progress towards our long-term strategic goals that areremain focused on enabling strong longer-term revenue and EPS growth; however,growth. However, given an unprecedented set of challenges, including supply chain constraints and new export control regulations, the results were below aggressively set targets. Accordingly,Company did not meet some of its stretch objectives for the year, resulting in bonus payouts to ourfor the executive officers that were, on average, below target bonus amounts. target. No adjustments were made during the year to the performance goals or to the Company’s results in determining incentive payouts.

         Proxy Statement Summary

As part of our multi-year incentive program, for the period of 2017 to 2019,fiscal 2020 through 2022, the HRCC approved aggressive goals fornon-GAAP adjusted operating margin and wafer fabrication equipment (“WFE”) market share.relative total shareholder return. The results for this three-year performance period were abovemeaningfully exceeded target, resulting in above target levelabove-target vesting of performance share unit awards for our executive officers.

Chief Financial Officer Transition. In March 2022, we welcomed our new Chief Financial Officer, Brice Hill, who brings extensive experience in semiconductor devices, manufacturing and computing from the edge to the cloud. Mr. Hill was previously the Executive Vice President and CFO of Xilinx through its acquisition by Advanced Micro Devices, Inc. Prior to that, he worked at Intel Corporation for more than two decades, including as Chief Financial Officer and Chief Operating Officer of the Technology, Systems and Core Engineering Group, responsible for Intel’s manufacturing, R&D and product engineering. In connection with hiring Mr. Hill, the HRCC approved a new-hire compensation package structured to provide appropriate incentives for him to join Applied, but not intended to represent ongoing compensation for his role. Concurrent with Mr. Hill’s appointment to the CFO role, Robert J. Halliday, who served as Applied’s interim CFO since September 2021, resumed his prior role as Corporate Vice President and Advisor. Mr. Halliday’s compensation, as shown on page x, reflected the interim nature of his service as CFO.

2020 PROXY STATEMENT SUMMARY         Proxy Statement Summary

2020 PROXY STATEMENT SUMMARY         Proxy Statement Summary

Pay Mix

In fiscal 2019,2022, a significant portion of our executiveexecutives’ compensation consisted of variable compensation and long-term incentives. As illustrated below, 92%95% of CEO compensation for fiscal 2019 comprised2022 consisted of variable compensation elements, and 84%88% of CEO overall compensation was delivered in equitylong-term incentive awards with multi-year vesting.

 

FY2019Fiscal 2022 Compensation Mix1
CEO		All Other NEOs2

84% Long-Term Incentives 92% Variable Compensation 76% Long-Term Incentives 87% Variable Compensation

1	Represents total direct compensation for fiscal 2022, including the grant date fair value of annual long-term incentive awards.

¹ Represents total direct compensation for FY2019

2	Excludes Messrs. Hill, Deane and Halliday, whose fiscal 2022 compensation is not representative of ongoing NEO compensation.

Summary of 20192022 Total Direct Compensation

The following table summarizes elements of annual total direct compensation for our NEOs for fiscal 2019,2022, consisting of (1) base salary, (2) actual annual incentive bonus payout and (3) long-term incentive awards (the grant date fair value of stock awards). This table excludes amounts not considered by the HRCC to be reflective of ongoing annual total direct compensation, such as: (a) the value of a sign-on bonus and a new-hire long-term incentive award for Mr. Hill, (b) the value of special RSU awards granted to Mr. Deane in December 2021 and upon his appointment as head of AGS in September 2022, (c) the value of a cash payment awarded to Mr. Halliday in recognition of his successful term as interim CFO and (d) certain other amounts required by the SEC to be reported in the Summary Compensation Table (see page 4158 of this Proxy Statement).

 

Name and Principal Position		Salary ($)				Annual Incentive Bonus ($)				Annual Long-Term Incentive Award ($)				Total ($)
Gary E. Dickerson			1,024,808				1,133,000				11,696,506				13,854,314
President and Chief Executive Officer
Daniel J. Durn			620,673				580,078				3,931,029				5,131,780
Senior Vice President, Chief Financial Officer
Ali Salehpour			620,673				411,750				3,931,029				4,963,452
Senior Vice President, Services, Display and Flexible Technology
Prabu G. Raja			564,058				430,948				2,892,132				3,887,138
Senior Vice President, Semiconductor Products Group
Steve G. Ghanayem			564,058				497,543				2,892,132				3,953,733
Senior Vice President, New Markets and Alliances Group

2020 PROXY STATEMENT SUMMARY         Proxy Statement Summary

         Proxy Statement Summary

Our Sustainability Strategy, Initiatives and Commitments

		Lead with Purpose through a values-based approach to innovation, decision-making and community action						Invest in People to build a deep-rooted Culture of Inclusion and foster a diverse and skilled talent pipeline
» Our immediate priority is to protect the health and safety of our workers, customers, and neighboring communities. In response to the continuing uncertainty and disruptions of the COVID-19 crisis, our business continuity teams directed a comprehensive response across all the regions where we operate. » We worked alongside governments and trade associations to keep critical facilities operating and to minimize global supply chain disruptions. » We engaged a third-party partner to conduct an equity audit of our community involvement and investments to identify and proactively address unintentional barriers arising from bias, norms, or systemic structures. Building on the outcomes of this audit, we made a public declaration to center our community investments in equity. » We furthered our strong stance on corporate governance by continuing to sharpen our governance policies and procedures to protect our business and stakeholders amid evolving global threats.						» We value diversity of thought, race, ethnicity, national origin, gender, gender identity, sexual orientation, age, culture and expertise because they strengthen our business and power the innovations that define our enterprise. » Amid complex social challenges, we continued to implement our multiyear strategy to foster a meaningful Culture of Inclusion that helps address systemic race and gender barriers with the objective to become the destination employer in our industry. » We implemented and enlisted our leadership group in an inclusive leadership program that is designed to raise consciousness and strengthen cultural competency. » Our commitment to invest in Applied’s people is underpinned by goals to increase women’s representation at Applied globally and in the U.S., increase underrepresented minorities’ representation in our U.S. workforce, and maintain ambitious occupational health and safety total case incident rates (TCIR). » We implemented a new alternative workplace location process, enabling flexibility for our employees when personal circumstances arise. » Our commitment to protecting human rights was furthered by our first human rights salience assessment, building on our Human Rights Statement of Principles published in 2021.
		Protect our Planet by respecting the Earth’s finite resources while enabling growth in our business and the data economy						Innovate for Progress to empower transformative innovation that improves technology in harmony with resources
» We have the opportunity to accelerate the sustainable transformation of our industry and of worldwide technology use. We have achieved our goal of 100% renewable electricity in the U.S., primarily through a virtual power purchase agreement (VPPA) in White Mesa, Texas. » Our recent work to quantify our 2019 Scope 3 emissions inventory enabled Applied to set science-based targets in alignment with the Paris Climate Agreement. » Our commitment to protect the planet is underpinned by goals to move to 100% renewable electricity and reduce our Scope 1 and 2 CO2 emissions by 50% by 2030 (as compared to our 2019 baseline).						» We are taking an end-to-end, data-driven approach to identify opportunities to innovate across our full network of manufacturing, logistics, and supply chain—and focusing where we can have the greatest impact. » Our commitment to innovate for progress is underpinned by our 3x30 goals pertaining to energy consumption, chemical consumption and tool footprint for semiconductor products. » Our Supply Chain Certification for Environmental and Social Sustainability (SuCCESS2030) initiative offers training and resources to help our suppliers deliver on our ESG expectations, and we conduct periodic supplier audits and assessments to verify their compliance. » We are investing in more sustainable and right-sized packaging solutions that use less material and have multiple useful lives.

         Proxy Statement Summary

For more information on Applied’s recent progress toward meeting the goals underpinning our sustainability strategy, please refer to our 2021 Sustainability Report available at https://www.appliedmaterials.com/company/corporate-responsibility.

Our 2022 ESG Accomplishments

To ensure that Applied is able to meet its ambitious long-term ESG goals, we established a set of interim objectives for fiscal 2022. As described in more detail on page 46, the Company’s level of achievement of these objectives was added to the corporate scorecard, which informs bonus payouts for our executive officers. As the world continued to adapt to the impacts of COVID-19 and global supply chain disruptions challenged the resilience of every industry, Applied made strong progress toward our 10-year sustainability roadmap, which we introduced in 2020. Key achievements included that we:

Sustainability and Corporate Social Responsibility GovernanceESG Oversight and Management

Our Board and management actively oversee sustainability matters to foster accountability. The Board’s Governance Committee oversees the Company’s overall ESG strategy, policies, and performance. We have established executive leadership of a company-wide strategy on environmental, social and governance (ESG)ESG matters and reporting and are focused on integrating sustainability into our operations and company culture through initiatives aligned to company strategy that address a broad set of stakeholders, including shareholders, customers, employees, suppliers, governments, and our local communities.

Our ESG Leadership Council, which includes leaders from across all of Applied’s ESG-focused delivery teams, oversees implementation of our ESG strategy. To ensure accountability, the Council regularly reports progress to Applied’s Executive Leadership Team as part of the strategic review process, and quarterly to the Governance Committee. The Council is supported by employees and leaders from across all business units and functions that are responsible for delivering progress toward our ESG strategy. Our Senior Director of ESG, Corporate Sustainability and Reporting leads the Council and ESG efforts across our business and has primary responsibility for the quarterly reports to the Governance Committee and Executive Leadership Team. The Governance Committee’s ESG oversight process also includes presentations by internal and third-party experts to discuss topics such as renewable energy, the ESG data assurance process, our 3x30 program and other relevant topics.

Our Environmental, Health, and Safety (“EHS”) organization is dedicated to maintaining a safe and healthful working environment, demonstrating environmental leadership, and meeting or exceeding regulatory compliance. The Head of EHS also reports directly to the Board of DirectorsGovernance Committee on a quarterly basis and provides a morein-depth environmental and sustainability update to the Audit Committee on an annual basis.

We have a team fully dedicated to supporting our work in designing a culture of inclusion, and ourthe HRCC oversees our corporate culture and human capital management programs, including our diversity and inclusion practices and initiatives. The HRCC approved the ESG objectives for our annual bonus program to incentivize our leadership team to improve employee safety, engagement and learning and development, to promote a culture of inclusion and to accelerate the representation of women and underrepresented minorities inmaintain progress toward all our workforce. Further details and data on our sustainability and corporate social responsibility practices and accomplishments can be found in our annually published Corporate Social Responsibility Report.

We believe that investing in our people, in our communities, and in operating our business sustainably will drive long-term value for Applied and its shareholders. These three pillars, as described below, provide the framework by which we manage our key initiatives:

PROPOSAL 1—ELECTION OF DIRECTORS1 – Election of Directors

Proxy Statement

PROXY STATEMENT

PROPOSAL 1—ELECTION OF DIRECTORS1 – Election of Directors

Nominees

✓		THE BOARD RECOMMENDS THAT YOU VOTEFOR EACH OF THE FOLLOWING DIRECTOR NOMINEESThe board recommends that you vote for each of the following director nominees

         PROPOSAL 1 – Election of Directors

2    |    APPLIED MATERIALS, INC. 2023 PROXY STATEMENT

         PROPOSAL 1 – Election of Directors

Applied Materials, Inc.    1

         PROPOSAL 1 – Election of Directors

		Xun (Eric) Chen   Managing Partner, SB InvestmentsInvestment Advisers (US), Inc.				Independent Director   Director since 2015   Age 50   Board Committees: ●Dr. Chen  Human Resources has extensive experience establishing, working for and Compensation ●  Strategy Key Qualifications and Expertise: ●  Executive leadership and management experience ●   Semiconductor industry leadership ●   Global business, industry and operational experienceinvesting in companies in the technology sector and information sector ●   Mergers and acquisitions, capital markets ●   Strategy and innovation ●   Public company board experience
	Ericrelated industries. Since 2018, Dr. Chen ishas been a Managing Partner of SB Investment
Advisers (US), Inc. (“SBIA”), an investment adviser focused on investments in the technology sector, since March 2018.sector. Prior to joining SBIA, Dr. Chen was the Chief Executive Officer and Co-Founder of BaseBit Technologies, Inc., a technology company in the Silicon Valley. He served as CEO of BaseBit Technologies since it was founded in October 2015, except from March 2016 until December 2017, when BaseBit was a portfolio company of Team Curis Group, a group of integrated biotechnology and data technology companies and laboratories, during which time Dr. Chen served as CEO of Team Curis Group. From 2008 to 2015, Dr. Chen served as a managing director of Silver Lake, a leading private investment firm focused on technology-enabled and related growth industries. Priorprior to Silver Lake, Dr. Chenhe was a senior vice president and served onmember of the executive committee of ASML Holding N.V. HeDr. Chen joined ASML following its 2007 acquisition of Brion Technologies, Inc., a company he co-founded in 2002 and served as Chief Executive Officer. Prior to Brion Technologies, Dr. Chen was a senior vice president at J.P. Morgan. He served Key skills and qualifications Industry and Technology; Strategy and Innovation; Growth and Emerging Technologies: Dr. Chen’s career has focused on the technology sector, and he provides his expertise on our industry, technologies and end markets in the boardroom. Dr. Chen is currently a Managing Partner at SBIA, an investment advisor focused on the technology market. His other relevant experiences have included serving as a membermanaging director at Silver Lake, a leading private investment firm focused on technology-enabled and related growth industries, and founding and serving as CEO of the boards of directors of Qihoo 360 Technology Co. Ltd. from 2014Brion Technologies, a firm working in computational lithography for integrated circuits in semiconductor manufacturing. Global Business: The Board values Dr. Chen’s perspective gained through his various leadership roles at firms with global operations. For example, prior to July 2016 and of Varian Semiconductor Equipment Associates, Inc. (“Varian”) from 2004 until its acquisition by Applied in 2011.joining SBIA, Dr. Chen also currently serves aswas the CEO and Co-Founder of BaseBit, a membertechnology company focused on leveraging the power of Big Data, AI technologies, and privacy computing. Dr. Chen grew BaseBit’s presence globally, including throughout the board of directors of Che Hao Duo Group.Asia Pacific Region. Prior to this, Dr. Chen worked at ASML Holding N.V., an industrial manufacturer for chipmakers in the semiconductor industry that is headquartered in The Netherlands and has 60 locations globally.
INDEPENDENT Age: 53 Director Since: 2015 Board Committees •  Human Resources and Compensation •  Strategy and Investment Other Current Public Company Directorships •  None Former Public Company Directorships (within last five years) •  None

         PROPOSAL 1 – Election of Directors

		Aart J. de Geus Chairman and Chief Executive Officer, Synopsys, Inc.   ChairmanDr. de Geus has extensive executive leadership experience andCo-Chief provides the Board his deep expertise in our industry, technology, and corporate strategy. Dr. de Geus currently serves as Chief Executive Officer Synopsys, Inc.				Independent Director Director since 2007 Age 65 and Chairman of the Board Committees: ●  Strategy (Chair) ●  Investment Other Current Public Boards: ●  Synopsys, Inc. Key Qualifications and Expertise: ●  Executive leadership and global management experience ●  Semiconductor industry leadership ●  Innovation, management development and understanding of global challenges and opportunities ●  Navigating a company fromstart-up through various stages of growth ●  Mergers and acquisitions ●  Cybersecurity ●  Risk management and controls ●  Public company board experience
	Aart J.  de Geus is  aco-founderDirectors of Synopsys, Inc., athe leading provider of electronic design automation software, design IP and
related services for semiconductor design companies, and currently serves as its Chairman of the Board of Directors and Co-Chief Executive Officer.companies. Since founding Synopsys in 1986, Dr. de Geus has held various positions at Synopsys,the company, including President,Chief Executive Officer or co-Chief Executive Officer since 1994, Chairman of the Board since 1998, Senior Vice President of Engineering and Senior Vice President of Marketing, and has served as a member of its board of directors. From 1982Marketing. Prior to 1986,founding Synopsys, Dr. de Geus was employed by the General Electric, Company, a global power, renewable energy, aviation, healthcare and finance company, where he was the Manager of the Advanced Computer-Aided Engineering Group. Key skills and qualifications Industry and Technology; Strategy and Innovation; Global Business; Risk Management: As the leading founder of Synopsys, Dr. de Geus has grown Synopsys for over three and a half decades and has held senior roles in engineering and marketing before becoming Chief Executive Officer. He has been involved in all aspects of executive leadership at Synopsys, including determining corporate strategy, overseeing enterprise risk management, closing well over a hundred strategic acquisitions and transactions, and expanding the operations globally. Synopsys now has offices and development centers in North America, Europe, Armenia, Israel, India, Japan, Vietnam, South Korea and China. Growth and Emerging Technologies; Government Policy and Sustainability: Dr. de Geus has expanded Synopsys from a start-up synthesis company to a global high-tech leader in electronic design automation. He has long been considered one of the world’s leading experts on logic synthesis and simulation, frequently keynotes major conferences, is a member of the National Academy of Engineering and the recipient of numerous awards including the IEEE Robert N. Noyce Medal, the Global Semiconductor Alliance Dr. Morris Chang Exemplary Leadership Award, and the Silicon Valley Leadership Group Lifetime Achievement Award. As a longtime CEO, Dr. de Geus has experience in government policy, such as the CHIPS Act and evolving international export controls, as well as driving sustainability initiatives in the context of regulatory requirements and stakeholder input.
INDEPENDENT Age: 68 Director Since: 2007 Board Committees: •  Strategy and Investment Other Current Public Company Directorships: •  Synopsys, Inc. Former Public Company Directorships (within last five years): •  None Other Directorships and Memberships •  Executive Board Member and Past Chairman, Silicon Valley Leadership Group •  Board Member, Global Semiconductor Alliance •  Governing Council Member, Electronic System Design Alliance

2    2020 Proxy Statement

PROPOSAL 1—ELECTION OF DIRECTORS

         PROPOSAL 1 – Election of Directors

		Gary E. Dickerson   President and Chief Executive Officer, Applied Materials, Inc.				Director since 2013   Age 62   Key Qualifications and Expertise: ●Mr. Dickerson  Executive leadership and management experience ●  Semiconductor industry leadership ●  Global business, industry and operational experience ●  Extensive engineering and technological leadership ●  Understanding of complex industry and global challenges ●  Expertise in driving strategy, innovation and product development
	Gary  E.  Dickerson has been President of Applied Materials since 2012 and Chief Executive Officer and a member of the Board of Directors of  Applied
since 2013. Mr. Dickerson was named President of Applied in June 2012, after joiningjoined Applied following its acquisition in November 2011 of Varian Semiconductor Equipment Associates, Inc., a supplier of semiconductor manufacturing equipment. Mr. Dickerson had served as Chief Executive Officer and a director of Varian since 2004. Prior to joining Varian in 2004, Mr. Dickerson served 18 years with KLA-Tencor Corporation, a supplier of process control and yield management solutions for the semiconductor and related industries, where he held a variety of operations and product development roles, including President and Chief Operating Officer. Mr. Dickerson started his semiconductor career in manufacturing and engineering management at General Motors’ Delco Electronics Division and then AT&T Technologies, Inc. Key skills and qualifications Industry and Technology; Strategy and Innovation; Global Business; Risk Management: Mr. Dickerson has over three decades of experience in executive-level positions at large multi-national companies in the semiconductor and technology industries, including nearly two decades as a chief executive officer at Varian and Applied. Mr. Dickerson’s knowledge of our industry, technologies and end markets provides important insight and leadership to the oversight, planning and execution of our business strategy and operations. At Applied, this has resulted in the company being the world’s leading semiconductor and display equipment company with over $25 billion in annual revenues and operations in 24 countries at 120 locations. Growth and Emerging Technologies; Service, Sales, and Operations; Government Policy and Sustainability: Throughout Mr. Dickerson’s career, he has held roles responsible for identifying and developing emerging technologies and service offerings for the semiconductor industry. This includes his first roles in manufacturing and engineering management with General Motors’ Delco Electronics Division and AT&T Technologies, 18 years at KLA-Tencor, progressing from roles in product development and general management of products, sales and services business units to his appointment as President and Chief Operating Officer, and to his leadership and contributions as Chief Executive Officer at Varian and Applied. Mr. Dickerson has government policy experience in guiding Applied through the geopolitical and regulatory environment, as well as from his service as a board of member of the U.S.-China Business Council. Mr. Dickerson’s experience in sustainability stems from his deep involvement in developing Applied’s ESG roadmap and championing its ESG initiatives. Mr. Dickerson draws on these experiences to provide leadership and insight in guiding our core semiconductor business, and as we develop new technologies and services to enable significant value creation for our customers and Applied.
EXECUTIVE DIRECTOR Age: 65 Director Since: 2013 Board Committees •  None Other Current Public Company Directorships •  None Former Public Company Directorships (within last five years) •  None Other Directorships and Memberships •  Board Member, U.S. – China Business Council

         PROPOSAL 1 – Election of Directors

		Stephen R. ForrestThomas J. Iannotti   Professor of Electrical Engineering & Computer Science, Physics, and Materials Science & Engineering, University of Michigan				Independent Director Director since 2008 Age 69 Board Committees: ●  Audit ●  Strategy ●  Investment Key Qualifications and Expertise: ●  Semiconductor, displays and alternative energy technologies ●  Research and development portfolio management ●  Government policy ●  Strategy, innovation, technology licensing and product commercialization ●  Establishing partnerships to develop businesses in new markets focused on alternative energy and other technologies
	Stephen R. Forrest holds faculty appointments as
Professor of Electrical Engineering and Computer Science, as Professor of Physics, and as Professor of Materials Science and Engineering at the University of Michigan, and leads the University’s Optoelectronics Components and Materials Group. Dr. Forrest also has been the lead editor of Physical Review Applied, a scientific journal covering engineering, physics and technologies, since June 2017. From January 2006 to December 2013, Dr. Forrest also served as Vice President for Research at the University of Michigan. From 1992 to 2005, Dr. Forrest served in a number of positions at Princeton University, including Chair of the Electrical Engineering Department, Director of the Center for Photonics and Optoelectronic Materials, and director of the National Center for Integrated Photonic Technology. Prior to Princeton, Dr. Forrest was a faculty member of the Electrical Engineering and Materials Science Departments at the University of Southern California. Dr. Forrest has participated in the founding of five companies commercializing fiber optic components, displays, lighting and solar cells.

Applied Materials, Inc.    3

         PROPOSAL 1 – Election of Directors

		Alexander A. Karsner   Senior Strategist, X		Independent DirectorAlexander A. Karsner Senior Strategist, X (parent company: Alphabet Inc.)   Director since 2008 Age 52 Board Committees: ●Mr. Karsner Human Resources and Compensation ●  Corporate Governance and Nominating Key Qualifications and Expertise: ●  Expertisehas extensive global executive leadership experience as well as deep expertise in technology innovation, private equity, public policy and government relations ●  Domesticregulation, corporate strategy and international trade, development and investment markets ●  Cybersecurity ●  Environment and sustainability, including renewable energy policy, technologies and commercialization ●  Entrepreneurial leadership ●  Strategy and innovation ●  Public company board experience
	Alexander A. Karsnersustainability. He is currently a Senior Strategist at X (the Moonshot Factory), the innovation lab of Alphabet Inc., and Executive Chairman of Manifest Energy Inc., an energy technology development and investment firm he founded in 2009. Mr. Karsner is also Executive ChairmanFounder of Elemental, Labs, which pursuesinnovates market-based solutions for conservation and the environment.
market transformation through nature-based solutions. Key skills and qualifications Global Business: Mr. Karsner most recentlyhas over 30 years of experience in executive leadership positions with numerous organizations with significant global operations, including his current role at X and public company board experience at ExxonMobil. Mr. Karsner was the Founder and Managing Director of Enercorp., a company involved in international project development, management and financing of energy infrastructure. Industry and Technology; Growth and Emerging Technologies; Strategy and Innovation: Mr. Karsner currently serves as Senior Strategist at X, which has catalyzed technologies for autonomous vehicles, drone delivery and industrial robotics. From 2016 to 2019, Mr. Karsner served as Managing Partner of Emerson Collective, an investment platform funding venture and private equity portfolios, as well as non-profit, philanthropic and for-profit portfoliosinvestments advancing education, immigration, health and the environmentenvironment. As a private equity investor, venture partner and other social innovation initiatives, from January 2016 to July 2019. Prior to this,strategic advisor, Mr. Karsner’s portfolios have included some of the most innovative startups over the last 15 years, such as Nest (AI), Tesla (mobility), Recurrent (solar), Codexis (biotech), Boom (aerospace) and Carbon (3-D printing). Government Policy and Sustainability: Mr. Karsner has been Founderextensive experience in government policy and CEO of Manifest Energy Inc., an energy technology developmentrelations, and investment firm, since July 2009, and has served as its Executive Chairman since January 2013.offers our Board valuable insight into the regulatory environment. From March 2006 to August 2008, he served as Assistant Secretary for Energy Efficiency and Renewable Energy at the U.S. Department of Energy, responsible for multi-billion dollar federal applied science R&D programs and exercisednational labs. In this role, he helped assemble significant bipartisan coalitions to implement the Energy Policy Act and enact the Energy Independence and Security Act and the America Competes Act. Mr. Karsner was a diplomatic role as a principal inU.S. Principal representative to the UNUnited Nations Framework Convention on Climate Change. From August 2002Change and a delegate to March 2006, Mr. Karsner was Founderthe bilateral U.S.-China and Managing Director of Enercorp, a private company involved in international project development, managementU.S.-India Track II dialogues on Climate Change, and financing of energy infrastructure. Mr. Karsner has also worked with Tondu Energy Systems of Texas, Wartsila Power Development of Finland and other multi-national energy firms and developers. He is a Precourt Energy Scholar at Stanford University’s School of Civil and Environmental Engineering, and serves on Advisory Boards of MIT Medialab, and the Polsky Center for Entrepreneurship at the University of Chicago’s Booth School of Business. Mr. Karsner served as a member of the board of directors of Codexis, Inc. from 2009 to 2014, as well as Argonne National Laboratory, and was previously an Associate of the Harvard Kennedy School. He presently isCouncil on the board of Conservation International and director emeritus of the National Marine Sanctuaries Foundation. He is a Life Member of the Council of Foreign Relations and the Trilateral Commission, Distinguished FellowCommission. Mr. Karsner also serves on the boards of the Council on CompetitivenessWelch Institute of Material Science at Rice University and Conservation International. He is a Henry Crown Fellowmember of the Aspen Institute.boards of advisors of the Energy Futures Initiative, MIT Media Lab and the Precourt Institute for Energy at Stanford University. With these experiences, Mr. Karsner brings a valuable perspective to our Board’s oversight of ESG, government relations and public policy engagement strategies.
INDEPENDENT Age: 55 Director Since: 2008 Board Committees •  Corporate Governance and Nominating •  Human Resources and Compensation Other Current Public Company Directorships •  Exxon Mobil Corporation Former Public Company Directorships (within last five years) •  Broadscale Acquisition Corp. Other Directorships and Memberships •  Advisory Board Member of: Energy Futures Initiative; Precourt Institute for Energy, Stanford University; MIT Media Lab •  Board Member of: Conservation International; Welch Institute of Material Science, Rice University