Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
The purpose of the Transition Policy is to promote an orderly transition of senior executives and provide certain eligible executives with an opportunity to work a mutually agreed reduced schedule in anticipation of subsequent retirement. Executives eligible to participate in the Transition Policy include those serving as the Company's Chief Executive Officer, President, Executive Vice President or Senior Vice President and who have attained a minimum age of 55, completed at least 5 years of service with the Company, and the sum of whose age and years of service is equal to or greater than 70.
Eligible executives who wish to commence a transition under the terms of the Transition Policy must provide at least 12 months' prior non-binding notice of their intent to consider a transition and, prior to the start of their transition, must have entered into a transition agreement with the Company setting forth the material terms of the transition. The executive will continue employment during the transition period on either a full or part time schedule (which is not to be less than 10 hours per week). During the transition period, the executive will receive a base salary commensurate with the transition role and will continue to be eligible to participate in the Company's annual incentive program and benefit programs (if permitted under their terms), and any equity awards the executive holds will continue to vest in accordance with their terms. During the transition, the executive must not compete with the Company or solicit any Company employees.
The Transition Policy will be administered by the Committee (or, as the Transition Policy pertains to the Chief Executive Officer, by the independent members of the Board of Directors) and may be modified or ended by the Company in its complete and absolute discretion prior to an executive's execution of a transition agreement.
The foregoing description is qualified in its entirety by the Transition Policy, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
•update the procedural and information requirements in the advance notice bylaw
in Section 2.2 of the Bylaws for stockholders to submit director nominations and
stockholder proposals, including without limitation, provisions requiring
parties wishing to nominate directors to state their intention to solicit 67% of
the voting power of shares entitled to vote on the election of directors and
file a definitive proxy statement with the
•clarify that the number of nominees a stockholder may nominate for election at a meeting of stockholders (other than under the Company's existing proxy access bylaw, for which the limits on number of nominees remains unchanged) shall not exceed the number of directors to be elected at such meeting; and
•add a new Section 2.2(h), which (1) clarifies that, for any nomination to be properly brought before a meeting by a record stockholder, the information provided by such stockholder, the beneficial owner, if any, on whose behalf any such nomination is made and the person so nominated shall not contain any false or misleading information or omit any material information that has been requested, and (2) specifies further powers of the corporation in the event of a failure to meet the procedural, information and other requirements of the advance notice bylaw in Section 2.2.
The foregoing description is qualified in its entirety by the amended and restated Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
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Table of Contents Item 8.01. Other Events
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
3.1 Amended and Restated Bylaws of Lam Research Corporation DatedMay 11, 2022 10.1Lam Research Corporation Senior Executive Transition Policy * 99.1 Press Release datedMay 11, 2022 announcing a$5 billion share repurchase authorization 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
*Indicates management contract or compensatory plan or arrangement in which executive officers of the Company are eligible to participate.
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