Summary
Lam Research Corporation (LRCX) filed an 8-K report on May 13, 2019, primarily announcing the appointment of two new independent directors to its Board of Directors, Bethany J. Mayer and Leslie F. Varon, effective May 9, 2019. Both new directors have extensive experience in technology, finance, and corporate governance, with Ms. Mayer bringing expertise from executive roles at Sempra Energy and Ixia, and Ms. Varon having a strong financial background as former CFO of Xerox Corporation. Their addition increases the board size to eleven members and they will both serve on the Audit Committee, signaling a potential strengthening of the company's oversight in financial and operational matters. The report also details an amendment to the company's Amended and Restated Bylaws, effective May 8, 2019. This amendment clarifies the scope of the forum selection provision, ensuring that it explicitly covers claims related to the Certificate of Incorporation and Bylaws, as well as matters under the jurisdiction of the Delaware Court of Chancery. These changes are part of standard corporate governance practices and aim to provide clarity on legal and procedural matters.
Key Highlights
- 1Lam Research appointed Bethany J. Mayer and Leslie F. Varon as new independent directors to its Board of Directors, effective May 9, 2019.
- 2Both new directors will serve on the Audit Committee of the Board.
- 3The appointment of Ms. Mayer and Ms. Varon increases the size of the Board to eleven members.
- 4Bethany J. Mayer brings significant executive experience from companies like Sempra Energy, Ixia, and Hewlett-Packard.
- 5Leslie F. Varon has a strong financial background, including her tenure as Chief Financial Officer of Xerox Corporation.
- 6The company amended its Bylaws to clarify the forum selection provision regarding claims under the Certificate of Incorporation, Bylaws, and Delaware General Corporation Law.
- 7The company will enter into standard indemnification agreements with the new directors.