What were the main topics voted on at the KLA-Tencor 2011 Annual Meeting of Stockholders?

The main topics voted on were the election of three Class I directors, the ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2012, an advisory vote on the compensation of named executive officers, and an advisory vote on the preferred frequency of future executive compensation votes.

Were the proposals presented at the meeting approved by shareholders?

Yes, all four proposals presented at the meeting received strong support from shareholders. The directors were elected, the auditor was ratified, executive compensation was approved on an advisory basis, and shareholders favored annual advisory votes on executive compensation.

What is the significance of the advisory vote on executive compensation frequency?

The advisory vote on executive compensation frequency indicates shareholder preference for how often they will have a say on executive pay. In this case, shareholders strongly preferred an annual vote, and the Board of Directors has committed to this practice until the next required frequency vote.

How high was shareholder participation in the meeting?

Shareholder participation was very high, with 152,900,986 shares, or 91.81% of the outstanding shares as of the record date, present or represented by proxy.

KLAC 8-K: Shareholder Matters

Summary

KLA-Tencor Corporation (KLAC) filed an 8-K on November 4, 2011, detailing the outcomes of its fiscal year 2011 Annual Meeting of Stockholders held on November 3, 2011. The meeting saw high shareholder participation, with over 91% of outstanding shares present or represented by proxy. Key decisions included the election of three Class I directors to the Board, the ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2012, and advisory votes on executive compensation and its frequency. Investors will be interested to note the overwhelming approval for all proposals presented. The company's director nominees were elected with significant 'For' votes, and the appointment of the auditor was also strongly ratified. Furthermore, shareholders approved executive compensation on an advisory basis and overwhelmingly supported holding these advisory votes on an annual basis going forward, indicating general confidence in the company's governance and executive pay practices as presented.

Key Highlights

1KLA-Tencor Corporation held its 2011 Annual Meeting of Stockholders on November 3, 2011, with a strong turnout of 91.81% of shares present or represented by proxy.
2Three Class I directors, Robert M. Calderoni, John T. Dickson, and Kevin J. Kennedy, were successfully elected to the Board for a three-year term.
3PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending June 30, 2012, with substantial shareholder approval.
4Shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.
5A significant majority of shareholders voted in favor of holding advisory votes on executive compensation annually.
6The Board of Directors accepted the outcome of the advisory vote on compensation frequency and committed to annual advisory votes on executive compensation until the next frequency vote is required (at least every six years).

KLA CORP 8-K Report, Shareholder Vote Results (Nov 4, 2011)

Summary

Key Highlights

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