LAM RESEARCH CORPORATION (NASDAQ:LRCX) Files An 8-K Entry into a Material Definitive Agreement

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LAM RESEARCH CORPORATION (NASDAQ:LRCX) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01.

Entry Into a Material Definitive Agreement

Item 9.01.

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

Item 9.01.

Submission of Matters to a Vote of Security Holders

Item 9.01.

Other Events

Item 9.01.

Financial Statements and Exhibits

EX-10.1

EX-99.1

Item 9.01.

Entry Into a Material Definitive Agreement

On November 13, 2017 (the “Effective Date”), Lam Research Corporation (the “Company”) established a new commercial paper program (the “Program”), under which the Company may issue unsecured commercial paper notes (the “Notes”) on a private placement basis up to a maximum aggregate amount outstanding at any time of $1.25 billion. On the Effective Date, the Company also entered into commercial paper dealer agreements (each, a “Dealer Agreement”) with commercial paper dealers (each, a “Dealer” and, collectively, the “Dealers”). The Dealer Agreements are substantially identical in all material respects except as to the parties thereto. The form of Dealer Agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference as though it were fully set forth herein. A national bank acts as the issuing and paying agent under the Program to the terms of an issuing and paying agent agreement.

Under the Program, the Company may issue Notes from time to time, and the proceeds of the Notes will be used for general corporate purposes, including repurchases of the Company's common stock for time to time and under the Company's stock repurchase program.

The Program obtains liquidity support from the Company’s amended and restated credit agreement, entered into on November 12, 2015, and most recently amended on October 13, 2017 (the “Amended Credit Agreement”). As previously disclosed in a Current Report on Form 8-K filed by the Company on October 17, 2017, among other things, the Amended Credit Agreement provides for a $500 million increase to the Company’s revolving credit facility, from $750 million under the Credit Agreement to $1.25 billion under the Amended Credit Agreement. If at any time funds are not available on favorable terms under the Program, the Company may utilize the Amended Credit Agreement for funding. Amounts available under the Program may be reborrowed.

The Dealer Agreements provide the terms under which the Dealers will either purchase from the Company or arrange for the sale by the Company of Notes to an exemption from federal and state securities laws. The Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions. The maturities of the Notes will vary, but may not exceed 397 days from the date of issue. The face or principal amount of Notes outstanding under the Program at any time may not exceed $1.25 billion. The Notes will be sold at a discount from par or, alternatively, will be sold at par and bear interest at rates that will vary based on market conditions at the time of the issuance of the Notes. The rate of interest on any Note will depend on whether the Note will bear interest on a fixed rate or floating rate basis.

The Notes have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”), or any state securities laws, and may not be offered and sold except in compliance with an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The information contained in this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to purchase any securities, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information related to the $1.25 billion unsecured commercial paper program discussed under Item 9.01 above is hereby incorporated by reference under this Item 9.01.

Item 9.01.

Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders was held at the principal office of the Company at 4650 Cushing Parkway, Fremont, California 94538 on November8, 2017.

The results of voting on the following items were as set forth below:

(a)

The votes for the ten nominated directors, to serve until the next annual meeting of stockholders, and until their successors are elected and qualified, were as follows:

NOMINEE

% OF

VOTES

CAST FOR

FOR

WITHHELD

BROKER

NON-VOTES

Martin B. Anstice

99.82

126,771,582

223,352

16,024,422

Eric K. Brandt

99.83

126,781,650

213,284

16,024,422

Michael R. Cannon

96.36

122,371,908

4,623,026

16,024,422

Youssef A. El-Mansy

99.63

126,519,747

475,187

16,024,422

Christine A. Heckart

99.84

126,795,238

199,696

16,024,422

Young Bum (YB) Koh

99.83

126,780,414

214,520

16,024,422

Catherine P. Lego

99.29

126,092,066

902,868

16,024,422

Stephen G. Newberry

99.09

125,837,423

1,157,511

16,024,422

Abhijit Y. Talwalkar

98.56

125,162,398

1,832,536

16,024,422

Lih Shyng (Rick L.) Tsai

87.05

110,546,487

16,448,447

16,024,422

All ten director nominees were duly elected.

(b) The vote on a proposal to approve on an advisory basis the compensation of the named executive officers of the Company (“Say on Pay”) was as follows:

% OF

VOTES

CAST FOR

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

Total Shares Voted

94.78

120,369,317

5,648,923

976,694

16,024,422

The proposal was approved.

(c) The vote on a proposal to approve on an advisory basis the frequency of holding future stockholder advisory votes on our named executive compensation (“Say on Frequency”) was as follows:

% OF

VOTES

CAST FOR

1 YEAR

1 YEAR

2 YEARS

3 YEARS

ABSTAIN

Total Shares Voted

91.19

115,795,398

292,334

9,999,108

908,094

The proposal was approved.

Consistent with the stated preference of a majority of the Company’s stockholders, the Board of Directors determined on November 9, 2017 that it will include an advisory stockholder vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2023.

(d) The vote on a proposal to ratify the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for fiscal year 2018 was as follows:

% OFVOTES

CAST FOR

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

Total Shares Voted

96.60

138,149,639

4,627,544

242,173

The appointment was ratified.

(e) Stockholder proposal regarding annual disclosure of EEO-1 data:

% OFVOTES

CAST FOR

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

Total Shares Voted

40.48

51,409,352

66,912,361

8,673,221

16,024,422

The proposal was rejected.

On November 14, 2017, Lam Research Corporation (the “Company”) issued a press release announcing a capital return program. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits


LAM RESEARCH CORP Exhibit
EX-10.1 2 lrcx_exhibitx101xnovx14x20.htm EXHIBIT 10.1 Exhibit Exhibit 10.1    COMMERCIAL PAPER DEALER AGREEMENT4(a)(2) PROGRAMbetweenLAM RESEARCH CORPORATION,…
To view the full exhibit click here

About LAM RESEARCH CORPORATION (NASDAQ:LRCX)

Lam Research Corporation is a supplier of wafer fabrication equipment and services to the semiconductor industry. The Company designs, manufactures, markets, refurbishes and services semiconductor processing systems that are used in the fabrication of integrated circuits (ICs). It operates through manufacturing and servicing of wafer processing semiconductor manufacturing equipment segment. Its products are designed to enable its customers build a range of devices that are used in a range of electronic products, including cell phones, tablets, computers, storage devices, and networking equipment. Its customer base includes semiconductor memory, foundry, and integrated device manufacturers (IDMs) that make products, such as dynamic random-access memory (DRAM), negative-AND (NAND) memory and logic devices. It offers a portfolio of products that are used in several areas of the semiconductor manufacturing process flow, including thin film deposition, plasma etch and single-wafer clean.

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