8-K Item 5.07 (11.5.14)


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): November 5, 2014

KLA-TENCOR CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
000-09992
04-2564110
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
One Technology Drive, Milpitas, California
95035
(Address of principal executive offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code: (408) 875-3000
 
(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:
¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.07
Submission of Matters to a Vote of Security Holders.
KLA-Tencor Corporation (the “Company”) held its fiscal year 2014 Annual Meeting of Stockholders (the “2014 Annual Meeting”) on November 5, 2014. Of the 164,853,761 shares of the Company’s common stock outstanding as of September 16, 2014 (the record date), 142,310,118 shares, or 86.33%, were present or represented by proxy at the 2014 Annual Meeting. Three proposals were considered at the 2014 Annual Meeting.
Proposal One. At the 2014 Annual Meeting, the stockholders elected the eight candidates nominated by the Company’s Board of Directors 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
129,641,809
887,630
11,780,679
Robert M. Calderoni
130,232,291
297,148
11,780,679
John T. Dickson
130,233,003
296,436
11,780,679
Emiko Higashi
130,245,570
283,869
11,780,679
Kevin J. Kennedy
130,228,867
300,572
11,780,679
Gary B. Moore
130,245,135
284,304
11,780,679
Robert A. Rango
130,244,031
285,408
11,780,679
Richard P. Wallace
130,239,140
290,299
11,780,679
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, 2015. The table below presents the voting results on this proposal:
For
Against
Abstentions
Broker Non-Votes
141,505,461
595,867
208,790
0
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 2014 Annual Meeting. The table below presents the voting results on this proposal:
For
Against
Abstentions
Broker Non-Votes
129,049,134
1,226,667
253,638
11,780,679




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
KLA-TENCOR CORPORATION
 
 
 
 
 
Date: November 5, 2014
 
 
 
By:
 
/s/ BRIAN M. MARTIN
 
 
 
 
 
Name:
 
Brian M. Martin
 
 
 
 
 
Title:
 
Executive Vice President and General Counsel