Not independent
Tenure on this board
7.8 yrs
Also a director at
Johnson Controls International PLC (JCI)
10 nominees · 4 ballot items.
Stockholders will elect 10 directors, approve named executive officer compensation on an advisory basis, ratify KPMG LLP as independent auditor for fiscal 2027, and vote on a shareholder proposal to reduce the special-meeting ownership threshold to 10%.
Elect the 10 listed director nominees to serve until the 2027 annual meeting and until their successors are elected and qualified.
Approve, on a non-binding advisory basis, the compensation of Lam Research’s named executive officers as disclosed in the proxy statement.
Proposal 2 asks stockholders to approve, on a non-binding advisory basis, the overall compensation of Lam Research’s named executive officers. The resolution covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosure required under Item 402 of Regulation S-K. The proposal is the Company’s annual “say-on-pay” vote under Section 14A of the Exchange Act. Management is seeking approval to obtain stockholder feedback on the design and outcomes of its executive compensation program. The Company emphasizes that its program is performance-oriented, with substantial compensation tied to annual financial, strategic, operational, and long-term stock-performance measures. The proxy describes strong historical stockholder support for say-on-pay, exceeding 90% from 2021 through 2025, and reports that the Company considered stockholder outreach in maintaining its program. The vote is advisory and does not compel any particular compensation action, but the compensation and human resources committee and Board will consider the result when evaluating future compensation decisions. The Board recommends voting FOR because it believes the program has attracted, retained, and motivated executives who contributed to Company performance. Stockholders are not being asked to approve a specific individual payment or isolated compensation feature, but rather the overall executive compensation policies and practices disclosed in the proxy statement.
Ratify the Audit Committee’s appointment of KPMG LLP as Lam Research’s independent registered public accounting firm for fiscal year 2027.
Amend the Company’s governing documents to allow holders of a combined 10% of outstanding common stock to call a special stockholder meeting, replacing the current 20% threshold and addressing the proposal’s requested removal of a share-aggregation restriction.
Proposal 4 asks Lam Research to amend its governing documents so stockholders holding a combined 10% of outstanding common stock can call a special stockholder meeting. Proponent John Chevedden argues that the current 20% threshold and the restriction excluding a substantial block of shares make the existing right effectively unattainable. He characterizes the two requirements as protections designed to ensure that a shareholder-called meeting never occurs and points to the availability of online meetings as reducing logistical barriers. The requested change would materially lower the collective ownership hurdle and appears directed at increasing stockholder intervention between annual meetings. The Board opposes the proposal, arguing that the existing bylaws already allow holders of at least 20% continuously for one year to call a meeting. Management contends that the 20% threshold is consistent with market practice, below the most common 25% threshold, and protects against special-interest or short-term agendas. It separately defends the one-year holding period as a safeguard against investors acquiring shares solely to trigger a meeting, while noting that written consent remains available without that holding period. The Board also cites the substantial costs and operational disruption of special meetings, the Company’s proxy access and annual election provisions, and ongoing stockholder engagement as alternative governance mechanisms. Finally, it notes that stockholders rejected a similar proposal from the same proponent at the 2025 annual meeting, and unanimously recommends voting AGAINST Proposal 4.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | 81,683,639 | $35.4B |
| 2 | STATE STREET CORP | 4.85% | 60,704,130 | $26.3B |
| 3 | BlackRock, Inc. | 4.52% | 56,516,962 | $24.5B |
| 4 | Invesco Ltd. | 3.32% | 41,523,806 | $18.0B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.93% | 36,635,534 | $15.9B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.44% | 30,527,844 | $13.2B |
| 7 | JPMORGAN CHASE & CO | 2.29% | 28,677,285 | $11.8B |
| 8 | BlackRock, Inc. | 2.12% | 26,545,055 | $11.5B |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.82% | 22,765,915 | $9.9B |
| 10 | FMR LLC | 1.81% | 22,711,277 | $9.8B |
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