| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As noted below under Item 5.07, at the Annual Meeting of Stockholders (the “Annual Meeting”) of KLA Corporation (the “Company”) held on November 1, 2023, the Company’s stockholders approved the KLA Corporation 2023 Incentive Award Plan (the “2023 Plan”) and the 2023 Plan became effective. The 2023 Plan was adopted by the Board of Directors of the Company (the “Board”) on August 3, 2023, subject to stockholder approval. Following stockholder approval of the 2023 Plan, no further awards will be made under the Company’s 2004 Equity Incentive Plan (as amended and restated, the “2004 Plan”).
The 2023 Plan provides for the grant of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, dividend equivalents, and other stock and cash based awards.
The aggregate number of shares of the Company’s common stock (“Common Stock”) that may be issued pursuant to awards granted under the 2023 Plan (the “Share Limit”) is the sum of: (a) 3,250,000 shares of Common Stock; (b) any shares of Common Stock which remain available for issuance under the 2004 Plan as of November 1, 2023; and (c) any shares of Common Stock which are subject to awards under the 2004 Plan as of November 1, 2023 which, following such date, become available for issuance under the 2023 Plan pursuant to the 2023 Plan. The Share Limit will be reduced (A) by one share of Common Stock for each share issued upon the exercise of a stock option or SAR, and (B) by two shares of Common Stock for every share issued in settlement of any award other than (i) a stock option, (ii) a SAR or (iii) any other award for which the participant pays the intrinsic value existing as of the date of grant (whether directly or by forgoing a right to receive a payment from the Company or any of its subsidiaries).
Unless earlier terminated by the Board, the 2023 Plan will remain in effect until November 1, 2033.
A description of the material terms of the 2023 Plan was included in the Company’s Definitive Proxy Statement (“Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on September 21, 2023. The foregoing and the description in the Proxy Statement are not complete summaries of the terms of the 2023 Plan and are qualified by reference to the full text of the 2023 Plan, a copy of which is included as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2023 annual meeting of stockholders (the “2023 Annual Meeting”) on November 1, 2023. Of the 136,322,340 shares of Company Common Stock entitled to vote at the 2023 Annual Meeting, 122,323,653.99 shares, or 89.7%, were present in person or by proxy at the 2023 Annual Meeting. Five proposals were considered at the 2023 Annual Meeting:
Proposal One: At the 2023 Annual Meeting, the stockholders elected the ten candidates nominated by the Board of Directors 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 | | | 98,062,330.99 | | | | 15,757,107.00 | | | | 136,734.00 | | | | 8,367,482.00 | |
Jeneanne Hanley | | | 112,248,759.99 | | | | 1,572,181.00 | | | | 135,231.00 | | | | 8,367,482.00 | |
Emiko Higashi | | | 110,186,373.99 | | | | 3,621,849.00 | | | | 147,949.00 | | | | 8,367,482.00 | |
Kevin Kennedy | | | 108,388,241.99 | | | | 5,432,172.00 | | | | 135,758.00 | | | | 8,367,482.00 | |
Michael McMullen | | | 113,144,576.99 | | | | 638,993.00 | | | | 172,602.00 | | | | 8,367,482.00 | |
Gary Moore | | | 109,541,285.99 | | | | 4,263,980.00 | | | | 150,906.00 | | | | 8,367,482.00 | |
Marie Myers | | | 99,655,839.99 | | | | 14,143,179.00 | | | | 157,153.00 | | | | 8,367,482.00 | |
Victor Peng | | | 112,295,907.99 | | | | 1,521,496.00 | | | | 138,768.00 | | | | 8,367,482.00 | |
Robert Rango | | | 113,200,076.99 | | | | 605,453.00 | | | | 150,642.00 | | | | 8,367,482.00 | |
Richard Wallace | | | 112,752,841.99 | | | | 1,067,547.00 | | | | 135,783.00 | | | | 8,367,482.00 | |
