Lam Research Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Industrial Machinery/Components
Technology
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): May 20, 2025
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices including zip code)
(510 ) 572-0200
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| (Nasdaq Global Select Market) | ||||||||
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 ☐
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Table of Contents
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | |||||||||||||
| Item 9.01. | Financial Statements and Exhibits | |||||||||||||
| SIGNATURES | ||||||||||||||
| EX-3.1 | ||||||||||||||
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 20, 2025, the Board of Directors of Lam Research Corporation (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. The amendments to the Bylaws permit stockholders who have owned (as defined in the Bylaws), in the aggregate, at least 20% of the outstanding shares of the Company’s common stock continuously for a period of at least one year, to call a special meeting of stockholders, provided that such stockholders satisfy certain disclosure, timing and other requirements and procedures intended to ensure that the Company’s stockholders receive adequate, timely and accurate information in connection with a special meeting and to avoid the unnecessary use of resources that would result from holding special meetings redundantly in close proximity to our annual meetings or other stockholder meetings in which a similar item was considered.
The foregoing description is qualified in its entirety by the amended and restated Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 3.1 | |||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | ||||
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.
| Date: | May 21, 2025 | LAM RESEARCH CORPORATION | |||||||||
| (Registrant) | |||||||||||
| /s/ Ava A. Harter | |||||||||||
| Ava A. Harter | |||||||||||
| Senior Vice President, Chief Legal Officer | |||||||||||