Applied Materials 8-K: New director elected, standard compensation detailed

Rhea-AI Filing Summary

Applied Materials (AMAT) 8-K: On 18-Jul-2025 the Board elected James R. Anderson as an independent director and member of the Strategy & Investment Committee, effective immediately.

The compensation mirrors the company’s standard non-employee director program:

• $100,000 annual cash retainer (prorated for the remainder of FY25)
• $10,000 additional cash retainer for committee service (prorated)
• Automatic grant of restricted stock units equal to $240,000 divided by AMAT’s market price on the appointment date, prorated to the 2026 annual meeting; RSUs vest in full on 1-Mar-2026, subject to continued service

Mr. Anderson will sign the company’s customary indemnification agreement. The filing states there are no related-party transactions or special arrangements linked to his election. A press release (Exhibit 99.1) dated 22-Jul-2025 announcing the appointment was furnished under Item 7.01. No financial results, guidance, or other material events were disclosed.

Positive

• Board refresh introduces additional strategic perspective without altering compensation structure, supporting long-term governance stability

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine board refresh; adds strategic expertise, minimal financial impact; governance practices remain standard.

The election of James R. Anderson continues Applied Materials’ orderly board refresh strategy. Compensation is within prevailing large-cap semiconductor peer norms and is entirely equity-linked beyond modest cash retainers, aligning director incentives with shareholder value. Standard indemnification and absence of related-party transactions reinforce sound governance. Given the lack of operational or financial disclosures, the item is procedurally important but not market-moving.

Portfolio Manager

TL;DR: New director adds experience, negligible EPS dilution; filing does not alter investment thesis.

Equity issuance tied to the $240k RSU grant equates to well under 0.001% of shares outstanding—immaterial to valuation. Anderson’s presence on the Strategy & Investment Committee may incrementally enhance long-term capital allocation but lacks near-term catalysts. I view the disclosure as governance housekeeping; position sizing and price targets remain unchanged.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 07/22/2025 - 07:46 AM Learn about SEC filing dates

APPLIED MATERIALS INC /DE false 0000006951 0000006951 2025-07-18 2025-07-18

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): July 18, 2025

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 July 18, 2025, the Board of Directors (the “Board”) of Applied Materials, Inc. (“Applied” or the “Company”) elected James R. Anderson to the Board and the Board’s Strategy and Investment Committee, effective immediately.

Mr. Anderson will receive the standard compensation payable to non-employee directors of the Board, consisting of: (1) an annual retainer of $100,000 (prorated based on his service during the fiscal year), (2) an additional annual retainer of $10,000 for his service on the Strategy and Investment 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. Anderson’s appointment and ending on the scheduled date of the Company’s 2026 Annual Meeting of Shareholders. The restricted stock units are scheduled to vest in full on March 1, 2026, subject to Mr. Anderson’s continued service as a director through that date.

Mr. Anderson 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. Anderson and any other persons pursuant to which he was elected as a director. Mr. Anderson 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 July 22, 2025, announcing the election of Mr. Anderson 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 July 22, 2025
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: July 22, 2025
				By:		/s/ Teri A. Little
						Teri A. Little Senior Vice President, Chief Legal Officer and Corporate Secretary

FAQ

Who was elected to Applied Materials' (AMAT) board in July 2025?

The board elected James R. Anderson as a director and member of the Strategy & Investment Committee effective 18-Jul-2025.

What compensation will the new AMAT director receive?

He will receive a $100k annual cash retainer, a $10k committee retainer, and $240k in prorated RSUs vesting 1-Mar-2026.

Does the filing disclose any related-party transactions involving Mr. Anderson?

No; the company states there are no direct or indirect material interests under Item 404(a).

When will the RSUs granted to the new AMAT director vest?

The restricted stock units are scheduled to vest in full on 1-Mar-2026, contingent on continued board service.

Is there any impact on Applied Materials' earnings or guidance?

The 8-K contains no financial results or guidance updates; impact on earnings is negligible.