[8-K] LAM RESEARCH CORP Reports Material Event

Rhea-AI Filing Summary

Lam Research (LRCX) reported results of its Nov 4, 2025 annual meeting. Stockholders approved the Lam 2025 Stock Incentive Plan and an amendment to the Restated Certificate of Incorporation to limit the liability of certain officers to the fullest extent permitted by Delaware law. The amendment became effective upon filing with Delaware on November 4, 2025, and the company also filed a Restated Certificate that integrated prior amendments.

All director nominees were elected. “Say on Pay” was approved with 90.83% of votes cast. The new stock plan was approved with 93.79% of votes cast. KPMG LLP was ratified as independent auditor with 99.35% of votes cast. A shareholder proposal on special meeting rights received 41.36% support and was not approved.

Insights

Corporate governance analyst

Routine annual meeting outcomes; governance changes approved.

Lam Research shareholders approved a new equity incentive plan and an officer liability limitation amendment aligned with Delaware law. Such amendments generally shield certain officers from monetary liability for duty-of-care claims, while preserving liability for specified misconduct under statute.

Advisory pay support at 90.83% and auditor ratification at 99.35% indicate broad investor alignment. The special meeting proposal received 41.36% support, below a majority. Actual effects depend on plan implementation details and future grants disclosed in subsequent filings.

false00007075496/2800007075492025-11-042025-11-0400007075492026-06-282026-06-28

Table of Contents

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 4, 2025

  LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

0-12933

94-2634797

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(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):

☐						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 $0.001 Per Share			LRCX			The Nasdaq Stock Market
						(Nasdaq Global Select Market)

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.                      ☐

Table of Contents

Table of Contents

Item 3.03.

Material Modification to Rights of Security Holders

3

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

3

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

3

Item 5.07.

Submission of Matters to a Vote of Security Holders

3

Item 9.01.

Financial Statements and Exhibits

5

SIGNATURES

6

Table of Contents

 Item 3.03. Material Modification to Rights of Security Holders

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

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

On November 4, 2025, Lam Research Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved a new equity incentive plan, the 2025 Stock Incentive Plan (the “2025 Plan”). A description of the 2025 Plan is set forth under “Proposal No. 3: Approval of the Adoption of the Lam 2025 Stock Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 24, 2025 (the “Proxy Statement”), which description is incorporated into this Current Report on Form 8-K by reference.

The descriptions of the 2025 Plan contained herein and in the Proxy Statement are qualified in their entirety by the full text of the 2025 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s existing Restated Certificate of Incorporation, as amended (as amended, the “Certificate of Incorporation”).

As further disclosed under “Proposal No. 5: Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law” in the Proxy Statement, the Amendment limits the liability of certain officers of the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware. The description of the Amendment set forth in the Proxy Statement is incorporated into this Current Report on Form 8-K by reference.

The Amendment became effective upon the filing of a certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on November 4, 2025. On the same date, the Company also filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation (the “Restated Certificate”) that restated and integrated, but did not further amend, the Certificate of Incorporation (as amended through the filing of the Certificate of Amendment), which became effective upon filing.

The descriptions of the Amendment and the Restated Certificate contained herein and in the Proxy Statement are qualified in their entirety by the full text of the Certificate of Amendment and the Restated Certificate, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 Item 5.07. Submission of Matters to a Vote of Security Holders

As noted above, the Annual Meeting was held on November 4, 2025.

The results of voting on the following items were as set forth below:

(a)The votes for nominated directors, to serve until the next annual meeting of stockholders, and until their successors are elected and qualified, were as follows:

Table of Contents

NOMINEE						% OF VOTES CAST FOR						FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Sohail U. Ahmed						99.78%						958,402,730						2,096,565						1,624,591						126,798,022
Timothy M. Archer						99.50%						956,004,060						4,732,562						1,387,264						126,798,022
Eric K. Brandt						92.62%						889,662,358						70,839,719						1,621,809						126,798,022
Ita M. Brennan						99.88%						959,383,490						1,113,104						1,627,292						126,798,022
Michael R. Cannon						80.80%						776,124,109						184,383,838						1,615,939						126,798,022
John M. Dineen						99.81%						958,706,488						1,792,833						1,624,565						126,798,022
Mark Fields						99.69%						957,601,902						2,925,295						1,596,689						126,798,022
Ho Kyu Kang						99.80%						958,692,769						1,834,159						1,596,958						126,798,022
Bethany J. Mayer						95.93%						920,998,921						38,980,893						2,144,072						126,798,022
Jyoti K. Mehra						97.17%						933,327,186						27,152,623						1,644,077						126,798,022
Abhijit Y. Talwalkar						89.91%						857,616,454						96,178,557						8,328,875						126,798,022

All director nominees were duly elected.

(b)The vote on a proposal to approve on an advisory basis the compensation of the named executive officers of the Company (“Say on Pay”) was as follows:

						% OF VOTES CAST FOR						FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Total Shares Voted						90.83%						873,945,020						83,398,798						4,780,068						126,798,022

The proposal was approved.

(c)The vote on a proposal to approve the adoption of the Lam Research 2025 Stock Incentive Plan was as follows:

						% OF VOTES CAST FOR						FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Total Shares Voted						93.79%						902,381,442						55,309,356						4,433,088						126,798,022

The proposal was approved.

(d)The vote on a proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was as follows:

						% OF VOTES CAST FOR						FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Total Shares Voted						99.35%						1,081,861,323						4,352,269						2,708,316						—

The appointment was ratified.

(e)The vote on a proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law was as follows:

						% OF SHARES ENTITLED TO VOTE CAST FOR						FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Total Shares Voted						66.14%						834,172,537						125,743,499						2,207,850						126,798,022

The proposal was approved.

Table of Contents

(f)The vote on a stockholder proposal titled “Realistic Shareholder Ability to Call for a Special Shareholder Meeting” was as follows:

						% OF VOTES CAST FOR						FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Total Shares Voted						41.36%						397,969,075						562,211,762						1,943,049						126,798,022

The proposal was not approved.

 Item 9.01. Financial Statements and Exhibits

(d) Exhibits

3.1			Certificate of Amendment of Restated Certificate of Incorporation of Lam Research Corporation
3.2			Restated Certificate of Incorporation of Lam Research Corporation
10.1*			Lam Research Corporation 2025 Stock Incentive Plan
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
*			Indicates management contract or compensatory plan or arrangement in which executive officers of the Company are eligible to participate.

Table of Contents

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.

Date:			November 6, 2025						LAM RESEARCH CORPORATION
									(Registrant)
									/s/ Ava A. Harter
									Ava A. Harter
									Senior Vice President, Chief Legal Officer and Secretary

FAQ

What did LRCX shareholders approve at the 2025 annual meeting?

They approved the Lam 2025 Stock Incentive Plan, elected all director nominees, approved “Say on Pay,” ratified KPMG LLP, and adopted an officer liability amendment under Delaware law.

Was the Lam 2025 Stock Incentive Plan approved for LRCX?

Yes. The plan was approved with 93.79% of votes cast in favor.

How did LRCX’s Say on Pay vote turn out?

The advisory vote on executive compensation passed with 90.83% of votes cast in favor.

Did LRCX ratify its independent auditor for fiscal 2026?

Yes. KPMG LLP was ratified with 99.35% of votes cast in favor.

What happened with LRCX’s officer liability amendment?

Shareholders approved the amendment to limit liability of certain officers as permitted by Delaware law; it became effective upon filing on November 4, 2025.

Did the special meeting shareholder proposal pass at LRCX?

No. It received 41.36% of votes cast and was not approved.