What is the primary purpose of this 8-K/A filing?

The primary purpose of this amended 8-K filing is to disclose the specific compensation arrangements for Bren D. Higgins, who was recently appointed as KLA Corp's Executive Vice President and Chief Financial Officer. This filing provides details on his salary, bonus potential, restricted stock awards, and severance benefits, which were not fully determined at the time of his initial appointment announcement.

What are the key components of Bren D. Higgins' compensation package?

Mr. Higgins' compensation includes an annual base salary of $350,000, a target bonus opportunity of 75% of his base salary for fiscal year 2014, and several restricted stock unit (RSU) awards. These RSU awards include time-based vesting and performance-based vesting tied to the company's relative cash flow margin over a three-year period. He is also eligible for severance benefits under the company's 2010 Executive Severance Plan.

How are the restricted stock units (RSUs) structured and vested?

Mr. Higgins received three types of RSU awards: one for 7,150 shares vesting in 25% increments annually from the first anniversary of the grant date until August 2017; another for 10,000 shares with 50% vesting after two years and the remaining 50% after a further two years of service; and a performance-based award for a target of 7,150 shares, where the actual payout can range from 0% to 125% based on the company's relative cash flow margin over three years, with vesting occurring at the three and four-year anniversaries of the grant date. All vesting is subject to continued service.

What are the severance benefits for Mr. Higgins in case of a change of control?

If Mr. Higgins is terminated without cause or resigns for good reason within one year following a change of control, he is eligible for 18 months of salary continuation, a pro-rata annual incentive payment, 100% acceleration of all his outstanding equity awards (with performance-based awards subject to determination of achievement), and an extension of the post-termination exercise period for stock options/SARs to 12 months. His severance payments will also be adjusted to avoid excise taxes under Section 280G of the Internal Revenue Code if necessary.

KLAC 8-K: Leadership Changes

Summary

This amended 8-K filing from KLA Corp (KLAC) provides details on the compensation package for Bren D. Higgins, who was appointed Executive Vice President and Chief Financial Officer (CFO) effective after the filing of the company's Form 10-K for fiscal year 2013. The filing elaborates on compensation elements that were not finalized at the time of the initial 8-K filing. The key compensation components include a base salary, annual bonus potential tied to company performance, and significant restricted stock unit (RSU) awards. These RSU awards are structured with varying vesting schedules, including time-based and performance-based components, aligning Mr. Higgins' incentives with the company's long-term success and operational goals. Additionally, Mr. Higgins is included in the company's Executive Severance Plan, which outlines benefits in the event of termination following a change of control, and will receive professional financial services.

Key Highlights

1Appointment of Bren D. Higgins as EVP and CFO with finalized compensation details.
2Annual base salary for Mr. Higgins set at $350,000.
3Target bonus opportunity of 75% of base salary under the Executive Incentive Plan for FY14, contingent on company performance.
4Grant of 7,150 time-based RSUs vesting over four years.
5Grant of 10,000 time-based RSUs vesting over four years, with 50% vesting after two years and the remainder after an additional two years.
6Grant of 7,150 performance-based RSUs with payout ranging from 0% to 125% based on relative cash flow margin over a three-year period.
7Inclusion in the 2010 Executive Severance Plan, providing enhanced benefits upon termination following a change of control.

KLA CORP 8-K/A Report, Executive Changes (Aug 9, 2013)

Summary

Key Highlights

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