UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 2, 2006
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 0-12933
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94-2634797 |
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(IRS Employer Identification Number) |
4650 Cushing Parkway
Fremont, California 94538
(Address of principal executive offices including zip code)
(510) 572-0200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or 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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Amended 2004 Executive Incentive Plan
On November 2, 2006, the stockholders of Lam Research Corporation (the “Company”) approved an
amendment (the “Amendment”) of the Company’s 2004 Executive Incentive Plan (the “Executive
Incentive Plan”) at the Company’s annual meeting. The Amendment increases the limit on the
aggregate amount of cash awards paid under the Executive Incentive Plan to any one participant in
respect of specified performance goals for any twelve-month measurement period from $2,000,000 to
$12,000,000 (such limit subject to proportionate adjustment in the event of a performance period
that is shorter or longer than one year). The Amendment is effective for measurement periods
beginning on or after November 3, 2006.
2007 Stock Incentive Plan
On November 2, 2006, the stockholders of the Company approved the Lam Research Corporation
2007 Stock Incentive Plan (the “2007 Stock Plan”) at the Company’s annual meeting. Under the 2007
Stock Plan, 15,000,000 shares of common stock will be reserved for issuance. As a result of the
approval of the 2007 Stock Plan by the stockholders, the Company will cease granting awards under
its 1999 Stock Option Plan and 1997 Stock Incentive Plan.
The types of awards that may be granted under the 2007 Stock Plan are stock options (including
incentive stock options and nonstatutory stock options), stock appreciation rights, and stock
awards, including restricted stock, deferred stock, restricted stock units, performance shares,
phantom stock and similar types of awards. Employees, consultants, members of Lam’s board of
directors and Lam’s executive officers are eligible to receive awards under the 2007 Stock Plan.
During the pendency of the 2006 proxy solicitation, two institutional stockholders
requested changes to the 2007 Stock Plan. Stockholder approval of the Plan was obtained without
regard to how the votes of such stockholders were cast. Nevertheless because the Board
is willing to consider stockholder inputs when they are reasonable and consistent with the
Company’s business objectives, following the 2006 annual meeting, on November 2, 2006, the Board
amended the 2007 Stock Plan to (i) require independent director approval (by a committee of
independent directors or by a majority of the independent members of the board) of all award grants
made to non-employee directors under the 2007 Stock Plan, (ii) establish that such grants shall be
made with the objective that non-employee director compensation taken as a whole shall not exceed
the 75th percentile of comparable companies, and (iii) limit the number of shares for
which vesting restrictions may be waived for reasons other than death, disability, retirement, a
change of control or other exigent circumstances to 5% of the total number of shares reserved under
the 2007 Stock Plan. A copy of the amended 2007 Stock Plan is attached as Exhibit 4.2.
Non-Employee Director Compensation
On November 2, 2006, the independent members of the Company’s board of directors changed the
annual retainer amounts paid to non-employee directors. The annual retainer was set at $42,000 with
an additional $2,000 annual payment to board committee chairpersons
and the lead independent director.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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4.1(1) |
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Lam Research Corporation 2004 Executive Incentive Plan, amended and restated as of November 3, 2006 |
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4.2 |
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Lam Research Corporation 2007 Stock Incentive Plan, as amended |
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Incorporated by reference to Appendix B of the Registrant’s Proxy Statement filed on
October 10, 2006 (SEC File Number 000-12933). |