Independent
Tenure on this board
19.6 yrs
Also a director at
Hewlett Packard Enterprise Co (HPE)
9 nominees · 4 ballot items.
KLA stockholders will vote on the election of nine directors, ratification of PricewaterhouseCoopers LLP as independent auditor, advisory approval of named executive officer compensation, and any other business properly brought before the meeting.
Elect Robert Calderoni, Tracy Embree, Jeneanne Hanley, Kevin Kennedy, Michael McMullen, Victor Peng, Jamie Samath, Susan Taylor, and Richard Wallace to one-year terms until the 2027 annual meeting.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as KLA’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Approve, on a non-binding advisory basis, the compensation of KLA’s named executive officers as disclosed in the proxy statement under SEC compensation disclosure rules.
Proposal Three asks stockholders to approve, on a non-binding advisory basis, the overall compensation of KLA’s named executive officers as disclosed under Item 402 of Regulation S-K. The resolution expressly covers the Compensation Discussion and Analysis, Summary Compensation Table, and related compensation disclosures in the 2026 proxy statement. KLA is seeking approval because Section 14A of the Exchange Act requires a recurring advisory say-on-pay vote on executive compensation. Management frames the program around pay-for-performance, with substantial compensation tied to annual cash incentives, performance-based restricted stock units, stock price, and long-term operating results. Fiscal year 2026 compensation decisions were informed by peer-company market data, individual performance assessments, and advice from independent consultant Semler Brossy. The company highlights strong fiscal-year results, including revenue of $13.58 billion, net income of $4.83 billion, and substantial capital returned to stockholders. KLA also notes that approximately 92.4% of votes cast at the 2025 annual meeting supported its prior say-on-pay proposal. The compensation program includes performance metrics such as operating margin dollars, balanced-scorecard results, relative free cash flow margin, and non-GAAP EPS, together with stock ownership requirements, clawbacks, and anti-hedging and anti-pledging policies. The Board unanimously recommends a vote FOR, while emphasizing that the advisory result is not binding but will be considered by the Board and Compensation and Talent Committee.
Transact any other business that may properly come before the Annual Meeting or any adjournment or postponement.
This item is a customary catch-all authorization for business that may properly come before the annual meeting or any adjournment or postponement. It does not identify a substantive matter for stockholders to decide at the time the proxy statement is issued. KLA states that it is not aware of any additional matters beyond the three principal proposals described in the proxy statement. The item preserves flexibility if a procedurally valid matter is later presented. The proxy holders are authorized to use their judgment in voting on such matters. The filing does not characterize this item as a shareholder proposal, and no shareholder proponent is identified. No specific management recommendation of FOR or AGAINST is given for unknown future matters. The item is therefore procedural rather than a defined governance, audit, or compensation proposal. Its practical effect is to permit proxy voting discretion while remaining subject to applicable meeting and proxy rules.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | 85,323,770 | $25.7B |
| 2 | STATE STREET CORP | 4.81% | 62,892,994 | $19.0B |
| 3 | BlackRock, Inc. | 4.30% | 56,158,444 | $16.9B |
| 4 | Capital World Investors | 3.47% | 45,318,111 | $13.7B |
| 5 | Invesco Ltd. | 3.30% | 43,105,246 | $13.0B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.01% | 39,388,674 | $11.9B |
| 7 | Capital International Investors | 2.72% | 35,558,216 | $10.7B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.47% | 32,330,540 | $9.7B |
| 9 | FMR LLC | 2.21% | 28,923,328 | $8.7B |
| 10 | BlackRock, Inc. | 2.06% | 26,946,396 | $8.1B |
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