8-KLeadership ChangesOther EventsExhibits & Filings

KLA CORP 8-K Report, Executive Changes (May 8, 2008)

Filed May 8, 2008For Securities:KLAC

Summary

KLA-Tencor Corporation filed an 8-K report on May 7, 2008, detailing significant changes in its Board of Directors and executive compensation. H. Raymond Bingham resigned from the Board of Directors, with his departure triggering specific provisions for the accelerated vesting and immediate delivery of his restricted stock units, in line with a February 2008 Board policy. This filing also announced the appointment of two new Class II directors, Kiran M. Patel and Robert P. Akins, to the Board, increasing its size to eleven members. Mr. Patel was also appointed to the Audit Committee. Furthermore, Virendra Kirloskar, the Chief Accounting Officer, was added to the Executive Severance Plan, outlining specific benefits in case of termination or resignation for good reason. In addition to corporate governance changes, KLA-Tencor declared a quarterly cash dividend of $0.15 per share. The new directors will receive prorated compensation for their initial year of service, including cash retainers and restricted stock units, along with meeting fees. These updates provide insight into the company's management structure adjustments and commitment to shareholder returns through dividend payouts.

Key Highlights

  • 1H. Raymond Bingham resigned from the KLA-Tencor Board of Directors, effective immediately.
  • 2Mr. Bingham's resignation triggered accelerated vesting and immediate delivery of his restricted stock units, per a new Board policy.
  • 3Kiran M. Patel and Robert P. Akins were appointed as new Class II directors, increasing the Board size to 11.
  • 4Kiran M. Patel was appointed to the Company's Audit Committee.
  • 5Virendra Kirloskar, Chief Accounting Officer, was added to the Executive Severance Plan, detailing benefits upon termination or resignation for good reason.
  • 6The Board declared a quarterly cash dividend of $0.15 per share, payable on June 2, 2008.
  • 7New directors Patel and Akins will receive prorated compensation for their initial service term, including cash retainers and restricted stock units.

Frequently Asked Questions

As per a February 2008 Board policy, Mr. Bingham's resignation in good standing with sufficient service triggered the immediate delivery of his vested restricted stock units and the prorated accelerated vesting of his unvested restricted stock units.

Kiran M. Patel, former Senior Vice President and CFO of Intuit Inc. and with extensive finance experience at Cummins Inc., and Robert P. Akins, co-founder and CEO of Cymer, Inc., a semiconductor equipment supplier, were appointed as new directors. Mr. Patel was also appointed to the Audit Committee.

The Board declared a quarterly cash dividend of $0.15 per share, with a record date of May 19, 2008, and a payment date of June 2, 2008. This indicates a continued commitment to returning capital to shareholders.

If Mr. Kirloskar is terminated other than for cause, or resigns for good reason, he is entitled to two years of salary continuation, a prorated annual incentive payment, prorated vesting of equity awards, and an extended post-termination exercise period for certain stock options/appreciation rights.