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): African American or Black, Alaskan Native or Native American, Asian, Hispanic or Latinx, or Native Hawaiian or Pacific Islander.

Corporate Governance

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

Governance Highlights

Virtual Annual Meeting

ThisIn response to shareholder support at last year’s Annual Meeting will be held in a virtual format through a live webcast. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on January 14, 2021, the record date, or hold a valid proxyannual meeting for the meeting. To be admittedproposal to lower the ownership threshold required for shareholders to call a special meeting to 10%, as part of our shareholder outreach in 2023, we also asked our shareholders about their views on our special meeting right. The feedback we received from our shareholders on this topic was reviewed and discussed with our Governance Committee and the Board. In response to the Annual Meetingfeedback and the support for the proposal at www.virtualshareholdermeeting.com/AMAT2021, you must enterlast year’s annual meeting, in December 2023 the 16-digit control number found nextBoard approved an amendment and restatement of our Bylaws to lower the label “Control Number” on your Notice of Internet Availability, proxy card, or the voting instructions you receive by email. Theownership threshold required to call a special meeting webcast will begin promptly at 11:00 a.m., Pacific Time, on March 11, 2021. We encourage youfrom 20% to access the webcast prior to the scheduled start time of the Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting, please call the technical support number that will be posted on the virtual shareholder meeting log in page. For information on how to vote your shares, please see “Questions and Answers about the Proxy Statement and our 2021 Annual Meeting”10%. See “Shareholder Engagement” on page 69 of this Proxy Statement.22 for more information.

We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Our directors and members of our management team will join the virtual meeting and be available for questions, and we are committed to answering all relevant questions we receive during the meeting. Shareholders may submit questions during the meeting through the virtual meeting platform at www.virtualshareholdermeeting.com/AMAT2021. We will address as many questions during the meeting as time permits, but if there are any questions that cannot be addressed due to time constraints or for any other reason, we will post answers to such questions on our website following the meeting. If we receive substantially similar questions, we may group them together and provide a single response to avoid repetition. Only questions that are relevant to the purpose of the Annual Meeting or our business will be answered.

Executive Compensation

Company Overview

Applied Materials is the leader in the materials engineering solutions used to produce virtually every new chip and advanced display in the world. Our expertise in modifying materials at atomic levels and on an industrial scale enables customers to transform possibilities into reality. At Applied Materials, our innovations make possible the technology shaping the future.Make Possible^® a Better Future.

We develop, design, produce and service semiconductor and display equipment for manufacturers that sell into highly competitive and rapidly changing end markets. Our competitive positioning is driven by the ability of our abilitytalented workforce to identify major technology inflections early, and to develop highly differentiated materials engineering solutions for our customers to enable those technology inflections. Through our broad portfolio of products, technologies and services, innovation leadership and focused investments in research and development, we are enabling our customers’ success and creating significant value for our shareholders. Applied’s ability to hire, develop and retain a world-class global workforce is based on our commitment to creating a Culture of Inclusion that embraces different backgrounds, perspectives, and experiences to build stronger, more resilient teams. Consistent with our core values, we enable our employees to do their best work by providing quality training, learning and career development opportunities; promoting diversity, equity and a connected and inclusive culture; and upholding a high standard of ethics and respect for human rights.

In addition to our other accomplishments, we’ve laid out a new we continue to make strong progress towards our 10-year road map for environmental and social responsibility, with detailed actions behindwhich we introduced in 2020. At Applied, making a positive contribution is at the foundation of our culture and of our vision to make possibleMake Possible^® a better future.Better Future. Our 1x, 100x and 10,000x sustainability framework refers to the holistic goals and commitments we’ve set for our operations, how we work with customers and suppliers, and how our technology can be used to advance sustainability on a global scale. In 2023, we announced our Net Zero 2040 playbook – a clear pathway and detailed plan to work across our industry, including with customers and supply chain partners, to reduce the semiconductor industry’s carbon emissions. More details of Applied’s sustainability vision and strategy, including a copy of the Company’s most recent Sustainability Report, can be found at https://www.appliedmaterials.com/company/corporate-responsibility.

2020

Our Performance Highlights

Over the past several years, our broad portfolio of products and services has madeenabled Applied a more resilient companyto extend its leadership at the major technology inflections that can perform wellare driving our customers’ roadmaps and future industry growth. In fiscal 2023, we delivered record revenue, earnings and cash flow, and we are outgrowing the wafer fabrication equipment market for the fifth year in a variety of market environments. In 2020, we delivered strong performance despite the challenges of navigating the global COVID-19 pandemic.row. Key highlights of our financial outperformance include:

Highlights of five-year performance achievements across key financial measures

Revenue +59% $17.2B $10.8B FY2016 FY2020 Non-GAAP AdjustedOperating Margin+4.6 PTS 26.3% 21.7% FY2016 FY2020 Non-GAAP Adjusted EPS+138% $4.17 $1.75 FY2016 FY2020

Non-GAAP adjusted operating margin and non-GAAP adjusted EPS are performance targets under our long-term incentive and bonus plans. See Appendix A for non-GAAP reconciliations.

Key financial highlights for our reporting segments in fiscal 20202023 include the following:

Strategic and Operational Highlights

Applied’s strategy is to deliver highly differentiated materials engineering products and services that enable major technology inflections and drive our customers’ success.

See inflections early Identify customers' High Value Problems Develop Differentiated Valuable Sustainable products Ensure customer success +General residual value

Stock Price Performance

In fiscal 2020, our stock price performance reflected increasing strength in the semiconductor markets, particularly in the second half2023, Applied delivered strong total shareholder return, as a result of the Company’s ability to deliver record financial results in a down year asfor the industry began to adapt towafer fabrication equipment market. As shown below, for the challenges created by the COVID-19 pandemic. Over the past five years,year period beginning with fiscal 2019, Applied has significantlysubstantially outperformed the S&P 500 Index, reflecting the company’s ability to create unique and innovative materials engineering solutions that accelerate our peer group, as shown below. In addition, from the close of market on the last trading day of fiscal 2020 through the close of market on December 31, 2020, Applied’s stock price increased by approximately 42%.customers’ technology roadmaps.

Fiscal 20162019 – Fiscal 20202023 Total Shareholder Return vs. S&P 500 and Proxy Peers¹

Primary Compensation Elements and Executive Compensation Highlights for Fiscal 20202023

The primary elements of our compensation program consist ofare base salary, annual incentive bonuses and long-term incentive awards. Other elements of compensation include a 401(k) savings plan, deferred compensation benefits and other benefits programs that are generally available to all eligible employees. Primary elements and highlights of our fiscal 20202023 compensation program for our named executive officers (“NEOs”) were as follows:

Pay Mix

In fiscal 2020,2023, a significant portion of our executiveexecutives’ compensation consisted of variable compensation and long-term incentives. As illustrated below, 94%96% of CEO compensation for fiscal 20202023 consisted of variable compensation elements, and 84%90% of CEO compensation was delivered in equitylong-term incentive awards with multi-year vesting.

Fiscal 20202023 Compensation Mix1
CEO		All Other NEOs2

¹ Represents total direct compensation for fiscal 2020, including the grant date fair value of annual equity awards. Does not include the Value Creation Awards, which were granted in fiscal 2021.

² All Other NEO chart excludes Ms. Little, whose fiscal 2020 compensation is not representative of the expected ongoing mix or level for her role.

Summary of 20202023 Total Direct Compensation

The following table summarizes elements of annual total direct compensation for our NEOs for fiscal 2020,2023, consisting of (1) base salary received during the year, (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 annual total direct compensation, such as certain other amounts required by the SEC to be reported in the “All Other Compensation” column in the Summary Compensation Table (see page 4454 of this Proxy Statement).

Pay and Performance

The HRCC approves aggressive performance goals for the CEO, as well as for the entire executive leadership team. As a result, despite outstanding TSR growth from fiscal 2016 through 2020, our CEO’s total direct compensation has remained within a comparable range over the same period. Summary

Our Commitment to ESGSustainability

Our Approach

Applied is committedOur unique industry position comes with responsibility to growing its business in a sustainableour employees, customers and socially responsible manner. We are focusing our resources and capabilities on addressing the sweeping technological challenges insociety. In the era of Artificial Intelligence and big data,the Internet of Things, we are committed to working across the technology ecosystem to “Make Possible a Better Future” for our shareholders and working with our customers to build a safer, more equitable and sustainable future.other stakeholders.

At the heart of Applied’s valuessustainability vision and strategy is a commitmentfocus on how we can use our technology and people to operate with responsibility and integrity while making a positive contribution tostrengthen our industry, improve our communities and the world around us.enable leading innovation – all with an additional focus on limiting our environmental footprint. To drive change and innovation, we are making investmentsinvest in our research and development, operations, supply chain, and interactions with our local communities. We are committed to advancing sustainability, not only through improvements in our own operations but also through investing in technological innovation. We are also committed to transparency and are aligninghave aligned our disclosures and objectives with the United Nations Sustainable Development Goals and leading Environmental, Social and Governance (“ESG”) reporting standards and frameworks such as those developed by the Sustainability Accounting Standards Board (“SASB”) and(SASB), Global Reporting Initiative (“GRI”)(GRI), Task Force on Climate-related Financial Disclosure (TCFD) and CDP (formerly the Carbon Disclosure Project).

NewTo learn more about Applied’s approach to sustainability, please refer to our annually published Sustainability FrameworkReport, which can be found at https://www.appliedmaterials.com/company/corporate-responsibility.

In 2020, as we sharpen our ESG focus, we launched a newSustainability Framework

Our sustainability framework and integrated strategy to build upon our ongoing ESG work. As part of this effort, we conducted our first comprehensive ESG materiality assessment to inform our sustainability framework and to help focus our efforts on issues that are most important to Applied and our key stakeholders. Our new sustainability framework is called 1x, 100x, 10,000x, and covers our direct impact and the impact of our value chain (customers and suppliers), as well as how we can advance sustainability on a global scale.

APPLIED MATERIALS SUSTAINABILITY FRAMEWORK 1x Our direct impact10-year sustainability strategy, which we introduced in 2020, considers the magnitude of our opportunities, including social and environmental impacts in our operations (1X), how we rundesign solutions to address our business 100x Our industry'sindustry’s impact, including thosethat of our customers and suppliers 10,000x How(100X), and how our technology can be used in innovation to advance sustainability and equity on a global scale (10,000X).

Our Sustainability Commitments

We have recently announced renewed sustainability commitments for the next decade that we believe will dramatically reduce our environmental impact. Although these goals are aggressive, we believe them to be achievable:

Furthermore, we are committed to building a culture of inclusion with a focus on leadership, promoting diversity

Sustainability Oversight and inclusion, and eliminating systemic barriers to inclusion. We are currently working on promoting ongoing career development for employees to encourage innovation and engagement.

Sustainability and Corporate Social Responsibility GovernanceManagement

Our Board and management actively oversee sustainability matters to foster accountability. The Board’s Governance Committee oversees the Company’s overall sustainability strategy, policies and performance. We have established executive leadership of a company-wide strategy on ESGsustainability matters and reporting, andreporting. We 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. In 2020, we announced

Our ESG Leadership Council, which includes leaders from across all of Applied’s sustainability-focused delivery teams, oversees implementation of our sustainability strategy. To ensure accountability, the appointmentCouncil regularly reports progress to Applied’s Executive Leadership Team as part of athe strategic review process, and quarterly to the Governance Committee. The Council is also responsible for reviewing all content in our annual Sustainability Report. The Council is supported by employees and leaders from across all business units and functions that are responsible for delivering progress toward our sustainability strategy. Our Senior Director of ESG, Corporate Sustainability and Reporting to lead ESGleads the Council and sustainability efforts across our business and has primary responsibility for the Director of ESG nowquarterly written and in-person reports to the Board’s Corporate Governance Committee and Nominating Committee (the “Governance Committee”) on a regular basis throughoutExecutive Leadership Team. The Governance Committee’s sustainability oversight process also includes presentations by internal and third-party experts to discuss topics such as renewable energy, our Net Zero 2040 Playbook, the year.sustainability data assurance process, our 3x30 program and other relevant topics.

Our Environmental, Health and Safety & Sustainability (“EHS&S”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&S reports directly to the Governance Committee onreceives a quarterly basis. report on EHS matters, including an annual in-depth review of Applied’s EHS practices and policies.

We have a team fully dedicated to supporting our work in designing a cultureCulture of inclusion,Inclusion, and the Board’s Human Resources and Compensation Committee (the “HRCC”)HRCC oversees our corporate culture and human capital management programs, including our diversity and inclusion practices and initiatives. The HRCC approved ESGthe sustainability 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. For the fiscal 2021 Corporate scorecard, we have added an ESG objective to demonstrate Applied’s commitment to driving2030 sustainability throughout our business and to provide a discrete incentive for management to execute on our new ESG strategy. Further details and data on our sustainability and corporate social responsibility practices and accomplishments can be found in our annually published Sustainability Report, which can be accessed here: https://www.appliedmaterials.com/news/citizenship_report.html.

Key ESG Initiatives that Support our Long-Term Strategygoals.