KLA-Tencor 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2011
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (408) 875-3000
(Former name and former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
KLA-Tencor Corporation (the Company) held its fiscal year 2011 Annual Meeting of Stockholders on November 3, 2011. Of the 166,543,044 shares of the Companys common stock outstanding as of September 13, 2011 (the record date), 152,900,986 shares, or 91.81%, were present or represented by proxy at the meeting. Four proposals were considered at the meeting.
Proposal One. The stockholders elected the Companys three Class I nominees to the Companys Board of Directors to each serve for a three-year term, each until his successor is duly elected. The table below presents the results of the election:
The Companys Class II directors (Robert P. Akins, Robert T. Bond, Kiran M. Patel and David C. Wang) and Class III Directors (Edward W. Barnholt, Emiko Higashi, Stephen P. Kaufman and Richard P. Wallace) were not subject to reelection at the annual meeting, and their respective terms of office as members of the Board of Directors continued after the meeting.
Proposal Two. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending June 30, 2012. The table below presents the voting results on this proposal:
Proposal Three. The stockholders approved, on a non-binding advisory basis, the compensation of the Companys named executive officers, as disclosed in the Companys Proxy Statement. The table below presents the voting results on this proposal:
Proposal Four. The stockholders voted, on a non-binding advisory basis, on the preferred frequency (among the options of every one year, every two years or every three years) of future advisory votes on the compensation of the Companys named executive officers. The table below presents the voting results on this proposal:
With regard to Proposal Four, a majority of the shares were voted, consistent with the recommendation of the Companys Board of Directors (the Board) set forth in the Proxy Statement, for holding future advisory votes on executive compensation on an annual basis. The Board has considered the outcome of this advisory vote and has determined that the Company will hold an annual advisory vote on the compensation of the Companys named executive officers until the Board decides to hold the next advisory vote regarding the frequency of advisory votes (which advisory vote regarding frequency is required to be held at least every six years).
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.