Form 8-K





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): January 22, 2018



Applied Materials, Inc.

(Exact name of registrant as specified in its charter)




Delaware   000-06920   94-1655526

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


3050 Bowers Avenue

P.O. Box 58039

Santa Clara, CA


(Address of principal executive


  (Zip Code)

Registrant’s telephone number, including area code: 1-408-727-5555

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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 22, 2018, the Board of Directors (the “Board”) of Applied Materials, Inc. (“Applied”) appointed Scott A. McGregor to serve as a member of the Board, effective immediately. The Board expects to appoint Mr. McGregor as a member of the Audit Committee in March 2018 following the Board’s annual review of committee assignments.

Upon Mr. McGregor’s appointment to the Board, he will receive the standard compensation applicable to non-employee directors: (1) an annual retainer of $70,000 (prorated based on his service during the fiscal year) and (2) an automatic grant of a number of restricted stock units equal to $225,000, divided by the market value of Applied common stock on the date of his appointment, and prorated based on the period beginning on the date of Mr. McGregor’s appointment and ending on March 8, 2018, the date of the 2018 Annual Meeting of Stockholders. The restricted stock units are scheduled to vest in full on March 1, 2018, subject to Mr. McGregor’s continued service as a director through that date.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Applied Materials, Inc.
Dated: January 23, 2018     By:   /s/ Thomas F. Larkins
          Thomas F. Larkins

    Senior Vice President, General

    Counsel and Corporate Secretary