8-KOther EventsExhibits & Filings

KLA CORP 8-K Report, Corporate Update (Oct 8, 2009)

Filed October 8, 2009For Securities:KLAC

Summary

KLA-Tencor Corporation (KLAC) filed an 8-K on October 8, 2009, to report an amendment to its 2004 Equity Incentive Plan. The primary changes focus on how shares are treated when used to satisfy withholding taxes and when stock appreciation rights are exercised. Specifically, shares withheld for taxes will no longer be available for future grants, and the gross number of shares for exercised stock appreciation rights will be removed from the plan pool. These changes aim to manage the company's equity pool more effectively. Stockholders will have the opportunity to vote on the amended and restated plan at the upcoming Annual Meeting on November 4, 2009. This filing is important for understanding the potential dilution impact of equity awards and the company's approach to managing its stock-based compensation. Investors should be aware that these amendments could reduce the number of shares available for future equity awards.

Key Highlights

  • 1KLA-Tencor Corporation amended its 2004 Equity Incentive Plan on October 7, 2009.
  • 2The amendment impacts shares withheld for tax obligations; these shares will no longer be available for future issuance under the plan.
  • 3Upon exercise of stock appreciation rights settled in shares, the gross number of shares covered by the award will be removed from the available pool.
  • 4The changes are intended to clarify and potentially limit the availability of shares for future equity awards.
  • 5Stockholders will vote on the amended and restated plan at the Annual Meeting on November 4, 2009.
  • 6The filing includes the amended and restated 2004 Equity Incentive Plan as an exhibit.

Frequently Asked Questions

The primary purpose of the amendment is to change how shares are accounted for when used to satisfy tax withholding obligations and when stock appreciation rights are exercised. It aims to manage the company's equity pool more precisely by preventing shares used for taxes from being reissued and by accounting for the full number of shares for stock appreciation rights upon exercise.

The amendment will likely reduce the number of shares available for future equity awards. Shares withheld for taxes will no longer be added back to the pool, and the gross number of shares for exercised stock appreciation rights will be removed, rather than potentially only the net number in certain scenarios.

Shareholders will have the opportunity to vote on the amended and restated 2004 Equity Incentive Plan at KLA-Tencor's Annual Meeting of Stockholders, scheduled for November 4, 2009.

The amendment applies to shares withheld for taxes upon the 'issuance, vesting or settlement of equity awards' and upon the 'exercise of a stock appreciation right settled in Shares.' While it primarily affects future share usage, it could have implications for the remaining pool available for outstanding awards depending on the specific terms and timing of those awards.