Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 6, 2021, the Board of Directors (the "Board") of KLA Corporation (the "Company") approved and adopted amendments to the existing By-laws of the Company (as so amended, the "By-laws").

The By-laws provide for proxy access and permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company's outstanding common stock continuously for at least three years to nominate and include in the Company's proxy materials directors constituting up to 25% of the Board or two individuals, whichever is greater, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in Article II, Section 12 of the By-laws.

The By-laws also revise the advance notice disclosure requirements to require the stockholder proposing business or nominating directors to provide certain information about the stockholder's ownership of securities in the Company (including ownership of derivative securities) and material litigation, relationships and interests in material agreements with or involving the Company. Further, the By-laws require the stockholder to provide additional information regarding any candidate the stockholder proposes to nominate for election as a director, including all information with respect to such nominee that would be required to be set forth in a stockholder's notice if such nominee were a stockholder delivering such notice and a description of any direct or indirect material interest in any material contract or agreement between or among the nominating stockholder and each nominee or his or her respective associates. All disclosures must be updated as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting.

Additionally, the By-laws require any candidate for the Board, whether nominated by a stockholder or the Board, to provide certain background information and representations regarding disclosure of voting or compensation arrangements, compliance with the Company's policies and guidelines and intent to serve the entire term.

The amendments also include certain technical, conforming, modernizing and clarifying changes to the By-laws. The foregoing description of the amendments is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On May 6, 2021, the Company issued a press release announcing that the Company's board of directors declared a cash dividend of $0.90 per share on the Company's common stock. Such dividend shall be payable on June 1, 2021 to stockholders of record as of the close of business on May 17, 2021. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.




                 Item 9.01   Financial Statements and Exhibits.


(d)  Exhibits

The following exhibits are filed herewith.


     Exhibit No.                                             Description
         3.1                      Amended and Restated By-Laws
        99.1                      Press release issued May 6, 2021
                                Cover Page Interactive Data File (formatted as inline XBRL and
         104                    contained in Exhibit 101)

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