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| LRCX > SEC Filings for LRCX > Form 8-K on 10-Nov-2009 | All Recent SEC Filings |
10-Nov-2009
Change in Directors or Principal Officers, Amendments to Articles of Inc. or By
(b) Departure of Director.
On November 5, 2009, Jack R. Harris retired from his position as a director of Lam Research Corporation (the "Company"), effective immediately prior to the Company's 2009 Annual Meeting of Stockholders on November 5, 2009.
(e) Compensatory Arrangements of Certain Officers.
Reversal of Reduction in Base Salaries
In February 2009, the base salaries for each of the Company's named executive
officers were reduced by 10-17.5% (depending on position level) in conjunction
with a company-wide employee salary reduction program. On November 5 and 6,
2009, the Compensation Committee (the "Compensation Committee") of the Company's
Board of Directors (the "Board") and the independent directors acted to reverse
these annual base salary reductions, effective December 28, 2009. These actions
applied to the following named executive officers: Stephen G. Newberry,
President and Chief Executive Officer, Martin B. Anstice, Executive Vice
President and Chief Operating Officer, Ernest E. Maddock, Senior Vice President
and Chief Financial Officer, Richard A. Gottscho, Group Vice President and
General Manager, Etch Businesses, and Abdi Hariri, Group Vice President, Global
Operations. The restored annual base salaries for each officer will be:
Mr. Newberry, $880,000; Mr. Anstice, $450,000; Mr. Maddock, $440,000;
Mr. Gottscho, $360,000; and Mr. Hariri, $315,000. The reversal was approved, as
to Mr. Newberry, by the independent directors on November 6, 2009, and, as to
each other named executive officer, by the Compensation Committee on November 5,
2009.
(a-i) Amendment to Certificate of Incorporation and Bylaws.
On November 5, 2009, following approval by the Board and the requisite stockholders of the Company, the Company filed an amendment to its Certificate of Incorporation (the "Amendment") with the Delaware Secretary of State, which became effective on the filing date. The Amendment eliminated a provision of the Certificate of Incorporation that permitted cumulative voting in the election of directors of the Company. This description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is attached as Exhibit 3.4 to this Current Report on Form 8-K.
(a-ii) Amendment and Restatement of Bylaws.
On and effective November 5, 2009, the Board approved the amendment and restatement of the Company's Bylaws. The changes to the Bylaws (i) provide for majority voting in uncontested board of director elections; (ii) eliminate all references to cumulative voting; and (iii) make certain other minor changes. This description of the amended and restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the text of the amended and restated Bylaws, which is attached as Exhibit 3.5 to this Current Report on Form 8-K.
(d) Exhibits
3.4 Certificate of Amendment of Certificate of Incorporation, as declared effective by the Delaware Secretary of State on November 5, 2009
3.5 Amended and Restated Bylaws, as adopted by the Board of Directors of the Company on November 5, 2009
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