Current Report Filing (8-k)
09 December 2021 - 9:18AM
Edgar (US Regulatory)
APPLIED MATERIALS INC /DE false 0000006951 --10-31 0000006951 2021-12-03 2021-12-03
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): December 3, 2021
Applied Materials, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-06920
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94-1655526
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3050 Bowers Avenue
P.O. Box 58039
Santa Clara, CA 95052-8039
(Address of principal executive offices)
Registrant’s telephone number, including area code: (408) 727-5555
N/A
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol
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Name of Each Exchange
on Which Registered
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Common Stock, par value $.01 per share
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AMAT
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The NASDAQ Stock Market LLC
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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. ☐
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On December 3, 2021, the Board of Directors (the “Board”) of Applied Materials, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended, the “Bylaws”), effective immediately. A copy of the Company’s Bylaws are attached hereto as Exhibit 3.1.
The following are the principal amendments to the Bylaws:
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Section 2.5 was amended to clarify that the number of nominees a stockholder may nominate for election at a stockholders’ meeting cannot exceed the number of directors to be elected;
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Sections 2.5 and 2.15 were amended to require that each nominee for election must represent their intent to serve as a director for the full term for which such nominee is standing for election;
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Section 2.7 was amended to clarify that the necessary vote for an action by stockholders other than the election of directors is the default standard under the General Corporation Law of Delaware;
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Section 5.1 was added to provide an Emergency Bylaw provision under the General Corporation Law of Delaware that will activate in the event an emergency condition that prevents the Board or a Board committee from obtaining a quorum for a meeting;
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Section 6.1 was amended to update the Company’s required officer positions to be the president and the secretary; and
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Section 8.2 was amended to permit any two authorized officers (rather than specified combinations of officers) to sign stock certificates on behalf of the Company.
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The amendments also include a number of other ministerial, clarifying and conforming changes and the incorporation of gender-neutral terminology. The foregoing summary is qualified in its entirety by reference to the Bylaws and is incorporated in this Item 5.03 by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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Applied Materials, Inc.
(Registrant)
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Dated: December 8, 2021
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By:
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/s/ Teri A. Little
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Teri A. Little
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Senior Vice President, Chief Legal Officer and Corporate Secretary
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