| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 3, 2022, the Board of Directors (the “Board”) of KLA Corporation (the “Company”) approved and adopted amendments to the Amended and Restated By-Laws of the Company (as so amended, the “By-laws”).
The amendments revise the advance notice disclosure requirements contained in the By-laws to require the stockholder proposing business or nominating directors to provide additional information about the stockholder’s ownership of securities in the Company, and permit the Board to request that such stockholder furnish additional information that is reasonably requested by the Board. Further, the By-laws prohibit a stockholder from nominating a greater number of director candidates than are subject to election by stockholders at the applicable meeting. Additionally, the By-laws require any candidate for the Board, whether nominated by a stockholder or the Board, to provide additional background information and representations regarding such candidate’s intent to serve the entire term, as well as such candidate’s written consent to being named in a proxy statement and accompanying proxy card relating to the Company’s next meeting of stockholders at which directors are to be elected. The By-laws also require a candidate for nomination as a director to update and supplement all required information as necessary, so that the information shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof.
The amendments also address the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements. Further, any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board.
The amendments revise the Company’s forum selection provision to provide that, unless the Company consents in writing to the selection of an alternative forum, the U.S. federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant to such complaint. The amendments also include certain technical, conforming, modernizing or clarifying changes to the By-laws.
The foregoing description of the changes contained in the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2022 annual meeting of stockholders (the “2022 Annual Meeting”) on November 2, 2022. Of the 141,807,816 shares of Company common stock entitled to vote at the 2022 Annual Meeting, 129,129,063 shares, or 91.1%, were present in person or by proxy at the 2022 Annual Meeting. Four proposals were considered at the 2022 Annual Meeting:
Proposal One: At the 2022 Annual Meeting, the stockholders elected the ten candidates nominated by the Board to serve as directors for one-year terms, each until his or her successor is duly elected and qualified.
The table below presents the voting results for Proposal One:
| | | | | | | | |
| Name | | For | | Against | | Abstain | | Broker Non-Votes |
Robert Calderoni | | 104,490,615 | | 15,971,223 | | 472,660 | | 8,194,565 |
Jeneanne Hanley | | 120,465,387 | | 175,555 | | 293,556 | | 8,194,565 |
Emiko Higashi | | 118,383,014 | | 2,333,306 | | 218,178 | | 8,194,565 |
Kevin Kennedy | | 92,720,297 | | 27,814,199 | | 400,002 | | 8,194,565 |
Gary Moore | | 119,870,280 | | 843,887 | | 220,331 | | 8,194,565 |
Marie Myers | | 116,305,753 | | 4,411,944 | | 216,801 | | 8,194,565 |
Kiran Patel | | 115,548,177 | | 5,165,270 | | 221,051 | | 8,194,565 |
Victor Peng | | 120,534,950 | | 178,224 | | 221,324 | | 8,194,565 |
Robert Rango | | 119,660,475 | | 1,051,082 | | 222,941 | | 8,194,565 |
Richard Wallace | | 119,467,129 | | 1,253,060 | | 214,309 | | 8,194,565 |
