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KLAC > SEC Filings for KLAC > Form 8-K on 12-Nov-2013All Recent SEC Filings

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Form 8-K for KLA TENCOR CORP


12-Nov-2013

Submission of Matters to a Vote of Security Holders


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

KLA-Tencor Corporation (the "Company") held its fiscal year 2013 Annual Meeting of Stockholders (the "2013 Annual Meeting") on November 6, 2013. Of the 166,720,455 shares of the Company's common stock outstanding as of September 17, 2013 (the record date), 146,162,782 shares, or 87.67%, were present or represented by proxy at the 2013 Annual Meeting. Five proposals were considered at the 2013 Annual Meeting.

Proposal One. Last year, the Company's stockholders approved management's proposal to declassify the Company's Board of Directors, beginning with the 2013 Annual Meeting. Accordingly, at the 2013 Annual Meeting, the stockholders elected the four candidates nominated by the Company's Board of Directors (whose three-year terms expired at the 2013 Annual Meeting) to serve as directors for one-year terms, each until his or her successor is duly elected. The table below presents the results of the election:

Name                   For     Withheld  Broker Non-Votes
Edward W. Barnholt 132,119,777 1,001,164    13,041,841
Emiko Higashi      132,968,429  152,512     13,041,841
Stephen P. Kaufman 131,331,919 1,789,022    13,041,841
Richard P. Wallace 132,529,377  591,564     13,041,841

The Company's incumbent directors whose existing three-year terms expire in 2014 (Robert M. Calderoni, John T. Dickson and Kevin J. Kennedy, who are designated as Class I Directors) and in 2015 (Robert T. Bond, Kiran M. Patel and David C. Wang, who are designated as Class III Directors) were not subject to reelection at the 2013 Annual Meeting, and their respective terms of office as members of the Board of Directors continued after the meeting.

Proposal Two. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2014. The table below presents the voting results on this proposal:

For Against Abstentions Broker Non-Votes 145,253,582 790,715 118,485 -

Proposal Three. The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Company's Proxy Statement for the 2013 Annual Meeting. The table below presents the voting results on this proposal:

For Against Abstentions Broker Non-Votes 131,157,154 1,767,750 195,781 13,042,097

Proposal Four. The stockholders approved the amendment and restatement of the Company's 2004 Equity Incentive Plan to, among other things, extend the plan's expiration date, increase the number of shares reserved for issuance under the plan by 2,900,000 shares and reapprove the material terms of the plan for purposes of Section 162(m) of the Internal Revenue Code of 1986 ("Section
162(m)"). The table below presents the voting results on this proposal:


For Against Abstentions Broker Non-Votes 129,008,620 3,958,382 153,683 13,042,097

Proposal Five. The stockholders reapproved the material terms of the Company's Performance Bonus Plan for purposes of Section 162(m). The table below presents the voting results on this proposal:

For Against Abstentions Broker Non-Votes 131,559,462 1,384,532 176,691 13,042,097


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