8-KShareholder MattersOther EventsExhibits & Filings

KLA CORP 8-K Report, Shareholder Vote Results (Feb 19, 2016)

Filed February 19, 2016For Securities:KLAC

Summary

This 8-K filing from KLA-Tencor Corporation (now KLA Corp.) on February 19, 2016, details the results of a Special Meeting of Stockholders held on the same day. The primary focus for investors is the overwhelming approval of the adoption of the Agreement and Plan of Merger and Reorganization between KLA-Tencor and Lam Research Corporation. This significant event signals strong shareholder support for the impending merger, a critical step in the transaction's progression. The filing also indicates stockholder approval for the executive compensation related to the mergers and an extension of the outside director vesting acceleration policy. These approvals, particularly the merger agreement, are crucial for the successful consummation of the proposed business combination, which investors will be closely monitoring.

Key Highlights

  • 1Stockholders overwhelmingly approved the merger agreement with Lam Research Corporation, a key milestone for the proposed business combination.
  • 2The special meeting held on February 19, 2016, saw strong participation and approval from KLA-Tencor stockholders.
  • 3Executive compensation related to the mergers received advisory approval from stockholders.
  • 4An extension of the outside director vesting acceleration policy was approved, impacting restricted stock units for directors with less than six years of service.
  • 5All matters presented at the Special Meeting were approved by the required vote.
  • 6The company issued a joint press release with Lam Research Corporation on February 19, 2016, to announce the meeting results.

Frequently Asked Questions

The main purpose of the Special Meeting was for KLA-Tencor Corporation stockholders to vote on the adoption of the Agreement and Plan of Merger and Reorganization with Lam Research Corporation, as well as related matters concerning executive compensation and director stock vesting policies tied to the merger.

Yes, KLA-Tencor stockholders overwhelmingly approved the adoption of the Agreement and Plan of Merger and Reorganization with Lam Research Corporation. The voting results show a substantial majority in favor of the merger.

The approved extension of the outside director vesting acceleration policy means that restricted stock units held by directors who have served on the board for less than six years will now accelerate on a pro rata basis upon their separation from service with KLA-Tencor and Lam Research, following the merger.

The company issued a joint press release with Lam Research Corporation on February 19, 2016, announcing the results of the Special Meeting. This press release is attached as Exhibit 99.1 to this 8-K filing.