Summary
This 8-K filing from Applied Materials, Inc. (AMAT) details the outcomes of its Annual Meeting of Shareholders held on March 10, 2022. Key resolutions voted on by shareholders included the election of directors, advisory approval of executive compensation, ratification of the independent auditor, and two shareholder proposals. All ten director nominees were elected with significant "For" votes. The compensation of the company's named executive officers for fiscal year 2021 received advisory approval from shareholders, although with a notable percentage of "Against" votes. Additionally, the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2022 was overwhelmingly ratified.
Key Highlights
- 1All ten director nominees were elected to serve for a one-year term.
- 2Shareholders approved, on an advisory basis, the compensation of the company's named executive officers for fiscal year 2021.
- 3The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2022 was ratified.
- 4A shareholder proposal to allow owners of 10% of outstanding common stock to call a special shareholder meeting was not approved.
- 5A shareholder proposal seeking improvements to the executive compensation program was not approved.
- 6A substantial number of broker non-votes (90,083,547) were recorded across several proposals, indicating shares held in "street name" where the beneficial owner did not provide voting instructions.
Frequently Asked Questions
Shareholders approved the executive compensation for fiscal year 2021 on an advisory basis, with 553,700,959 "For" votes versus 110,570,282 "Against" votes. While approved, the "Against" vote indicates a significant minority of shareholders had concerns about the compensation practices.
No, both shareholder proposals presented at the annual meeting failed to pass. These included a proposal to lower the threshold for calling a special shareholder meeting to 10% ownership and a proposal to enhance the executive compensation program.
KPMG LLP was ratified by shareholders as the company's independent registered public accounting firm for fiscal year 2022.
Broker non-votes represent shares held by brokers or other nominees on behalf of beneficial owners, where the beneficial owner has not provided voting instructions. These shares are not counted for or against a proposal, but they can be relevant in determining quorum and the percentage of votes needed for approval, especially if a proposal requires a majority of "outstanding" shares.