8-KLeadership ChangesCorporate ChangesExhibits & Filings

APPLIED MATERIALS INC /DE 8-K Report, Executive Changes (Dec 18, 2006)

Filed December 18, 2006For Securities:AMAT

Summary

This Current Report (8-K) filed by Applied Materials, Inc. (AMAT) on December 18, 2006, primarily details adjustments to executive officer salaries and amendments to the company's bylaws. Effective December 18, 2006, the Human Resources and Compensation Committee approved new annual base salaries for several named executive officers. Notably, President and CEO Michael R. Splinter's salary remained unchanged at $945,000, as did Senior Vice President of Finance Nancy H. Handel's salary, though she is retiring effective January 5, 2007. All other listed executive officers received increases in their base salaries. In addition to compensation adjustments, the company's Board of Directors approved Amended and Restated Bylaws on December 13, 2006. These amendments introduce more specific requirements for advance notice of stockholder nominations and business proposals, establish notice periods for annual meetings, and allow for electronic notice of board meetings and stockholder meetings held over the internet. These changes are significant for investors as they outline the procedures and timelines for engaging with the company's governance processes, including the upcoming 2007 Annual Meeting of Stockholders.

Key Highlights

  • 1Applied Materials, Inc. adjusted annual base salaries for named executive officers, effective December 18, 2006.
  • 2President and CEO Michael R. Splinter's salary remains $945,000; Nancy H. Handel's salary also unchanged.
  • 3Nancy H. Handel, Senior Vice President of Finance, is set to retire on January 5, 2007.
  • 4Amended and Restated Bylaws were approved by the Board of Directors on December 13, 2006.
  • 5Bylaw amendments enhance requirements for advance notice of stockholder nominations and business proposals.
  • 6The bylaws now specify notice periods for annual meetings and allow for electronic notice for board and stockholder meetings.
  • 7The company plans to hold its 2007 Annual Meeting of Stockholders on March 14, 2007, with a stockholder proposal deadline of January 6, 2007.

Frequently Asked Questions

Effective December 18, 2006, Applied Materials, Inc. adjusted the annual base salaries for several named executive officers. While President and CEO Michael R. Splinter's salary remained $945,000, and Nancy H. Handel's salary was unchanged (she is retiring Jan 5, 2007), other listed officers received increases in their base salaries.

The Amended and Restated Bylaws, effective December 13, 2006, introduce more detailed procedures for stockholders wishing to nominate directors or present business at meetings. They clarify advance notice requirements, specify meeting notice periods, and permit electronic notice for board and stockholder meetings, including the possibility of holding stockholder meetings online.

Under the new Restated Bylaws, stockholders must submit proposals intended for the 2007 Annual Meeting of Stockholders (scheduled for March 14, 2007) to the Secretary of the Company no later than January 6, 2007.

Besides executive salary adjustments and bylaw amendments, the filing confirms the company's principal executive offices and contact information, and lists the Amended and Restated Bylaws as an exhibit. It also notes the impending retirement of Nancy H. Handel, Senior Vice President of Finance, effective January 5, 2007.