8-KCorporate ChangesExhibits & Filings

APPLIED MATERIALS INC /DE 8-K Report, Bylaw Amendment (Dec 16, 2022)

Filed December 16, 2022For Securities:AMAT

Summary

Applied Materials, Inc. (AMAT) filed a Current Report on Form 8-K on December 15, 2022, detailing amendments to its Amended and Restated Bylaws. The primary focus of these changes, effective December 13, 2022, is to enhance procedural mechanics and disclosure requirements related to stockholder nominations of directors. These amendments are designed to provide greater clarity and enforceability concerning the process by which shareholders can nominate directors, particularly in light of Rule 14a-19 under the Securities Exchange Act of 1934. Key changes include stricter requirements for stockholders intending to nominate directors, the need for nominees to provide requested information, specific rules on proxy card colors for soliciting shareholders, and provisions for disregarding nominations that do not adhere to the amended bylaws or Rule 14a-19. Investors should note these changes as they impact corporate governance and the ability of shareholders to nominate candidates for the board.

Key Highlights

  • 1Applied Materials amended its Bylaws on December 13, 2022, to refine director nomination procedures.
  • 2The amendments aim to enhance procedural mechanics and disclosure requirements for stockholder director nominations.
  • 3New requirements are in place for stockholders using Rule 14a-19 of the Exchange Act, including certification of compliance and providing evidence upon request.
  • 4Nominees will be required to furnish additional information as requested by the Board or the Corporate Governance and Nominating Committee.
  • 5Stockholders soliciting proxies will be prohibited from using a white proxy card for any stockholder nominee.
  • 6The company will disregard proxies for stockholder nominees if nominations do not comply with bylaws or Rule 14a-19 requirements.
  • 7These changes are intended to provide greater clarity and consistency in the director nomination process.

Frequently Asked Questions

The main purpose of the bylaw amendments is to enhance the procedural mechanics and disclosure requirements associated with stockholder nominations of directors, particularly for those utilizing Rule 14a-19 of the Securities Exchange Act of 1934.

Stockholders intending to nominate a director must now certify that they meet the requirements of Rule 14a-19 and provide reasonable evidence of compliance if requested by Applied Materials. They must also use a proxy card color other than white if they are soliciting proxies from other shareholders.

Applied Materials will disregard proxies for any stockholder nominee if the nomination was not made in accordance with the procedures set forth in the company's bylaws or if the nominating stockholder failed to comply with the requirements of Rule 14a-19(a). Such nominees will be ineligible for election.

No, the 8-K filing specifically states that the amendments pertain to the Amended and Restated Bylaws and do not mention any changes to the Articles of Incorporation or a change in the fiscal year.