Current Report Filing (8-k)

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): October 20, 2022

Applied Materials, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-06920

94-1655526

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

3050 Bowers Avenue

P.O. Box 58039

Santa Clara, CA 95052-8039

(Address of principal executive offices)

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

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Common Stock, par value $.01 per share

AMAT

The NASDAQ Stock Market LLC

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 October 20, 2022, the Board of Directors (the “Board”) of Applied Materials, Inc. (“Applied” or the “Company”) elected Kevin P. March to the Board and the Board’s Audit Committee, effective immediately.

Mr. March will receive the standard compensation payable to non-employee directors of the Board: (1) an annual retainer of $85,000 (prorated based on his service during the fiscal year), (2) an additional annual retainer of $25,000 for his service on the Audit Committee (prorated based on his service during the fiscal year) and (3) an automatic grant of a number of restricted stock units equal to $240,000, 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. March’s appointment and ending on the date of the Company’s 2023 Annual Meeting of Shareholders. The restricted stock units are scheduled to vest in full on March 1, 2023, subject to Mr. March’s continued service as a director through that date.

Mr. March will enter into the Company’s standard form of directors’ indemnification agreement with Applied, pursuant to which the Company agrees to indemnify its directors to the fullest extent permitted by applicable law and subject to certain conditions to advance expenses in connection with proceedings as described in the indemnification agreement.

There are no arrangements or understandings between Mr. March and any other persons pursuant to which he was elected as a director. Mr. March has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01

Regulation FD Disclosure.

Applied’s press release, dated October 24, 2022, announcing the election of Mr. March to the Board is attached hereto as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing of Applied under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press Release issued by Applied Materials, Inc., dated October 24, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. (Registrant)

Dated: October 24, 2022

	By:	/s/ Teri A. Little
		Teri A. Little
		Senior Vice President, Chief Legal Officer and Corporate Secretary