Applied Materials (AMAT) 8-K Departure of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2015

Applied Materials, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-06920	94-1655526
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3050 Bowers Avenue P.O. Box 58039 Santa Clara, CA	95052-8039
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 727-5555

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As provided in the August 2013 employment agreement between Applied Materials, Inc. (the “Company”) and Michael R. Splinter, Mr. Splinter retired as an executive officer of the Company on March 31, 2015. Mr. Splinter continues to serve on the Company’s Board of Directors as Chairman of the Board.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of Stockholders was held on April 2, 2015 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders cast their votes on three proposals, as set forth below.

Proposal 1.   Election of Directors.

Name of Nominee	For		Against		Abstain		Broker Non-Votes
Aart J. de Geus		969,773,512		11,066,333		6,063,687		130,349,249
Gary E. Dickerson		971,805,671		11,045,741		4,052,120		130,349,249
Stephen R. Forrest		970,349,380		10,400,664		6,153,488		130,349,249
Thomas J. Iannotti		956,503,120		24,307,089		6,093,323		130,349,249
Susan M. James		902,899,292		78,006,092		5,998,148		130,349,249
Alexander A. Karsner		958,384,846		22,350,723		6,167,963		130,349,249
Dennis D. Powell		965,873,681		14,874,409		6,155,442		130,349,249
Willem P. Roelandts		952,603,093		28,221,568		6,078,871		130,349,249
Michael R. Splinter		963,906,183		18,868,954		4,128,395		130,349,249
Robert H. Swan		969,608,901		11,130,692		6,163,939		130,349,249

Each of the ten nominees was elected to serve as a director for a one-year term and until he or she is succeeded by another qualified director who has been elected, or, if earlier, until his or her death, resignation or removal.

Proposal 2.   Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers.

For	Against		Abstain		Broker Non-Votes
838,174,142		142,355,455		6,373,935		130,349,249

The compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the Annual Meeting, was approved on an advisory basis.

Proposal 3.   Ratification of the Appointment of Independent Registered Public Accounting Firm.

For	Against		Abstain
1,105,332,460		7,175,435		4,744,886

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2015 was ratified.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Applied Materials, Inc. (Registrant)
Dated: April 2, 2015
	By:	/s/ Thomas F. Larkins
		Thomas F. Larkins
		Senior Vice President, General Counsel and Corporate Secretary