UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 6, 2025, the Board of Directors (the “Board”) of KLA Corporation (the “Company”) approved and adopted amendments to the existing By-laws of the Company (as so amended, the “By-laws”). Among other things, the amendments:
| i. | Update for developments in case law and market practice and enhance procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings, including, without limitation, by requiring additional background information and disclosures regarding nominating or proposing shareholders; |
| ii. | Modernize and update sections on directors, officers, and stock to reflect the Company’s current corporate governance practices, and |
| iii. | Make other technical, conforming, modernizing and clarifying amendments. |
The foregoing description of the amendments is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2025 annual meeting of stockholders (the “2025 Annual Meeting”) on November 5, 2025. Of the 131,684,530 shares of Company Common Stock entitled to vote at the 2025 Annual Meeting, 118,035,923.99 shares, or 89.64%, were present in person or by proxy at the 2025 Annual Meeting. Three proposals were considered at the 2025 Annual Meeting:
Proposal One: At the 2025 Annual Meeting, the stockholders elected the ten candidates nominated by the Board of Directors to serve as directors for one-year terms, each until his or her successor is duly elected and qualified.
The table below presents the voting results for Proposal One:
| Name |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Robert Calderoni |
100,562,230.98 | 9,379,083.95 | 76,794.05 | 8,017,815 | ||||||||||||
| Jason Conley |
109,695,726.98 | 244,901.95 | 77,480.05 | 8,017,815 | ||||||||||||
| Tracy Embree |
109,895,809.98 | 51,019.95 | 71,279.05 | 8,017,815 | ||||||||||||
| Jeneanne Hanley |
109,698,232.98 | 249,071.95 | 70,804.05 | 8,017,815 | ||||||||||||
| Kevin Kennedy |
103,158,205.98 | 6,738,419.95 | 121,483.05 | 8,017,815 | ||||||||||||
| Michael McMullen |
105,305,694.98 | 4,592,109.95 | 120,304.05 | 8,017,815 | ||||||||||||
| Victor Peng |
109,618,329.92 | 324,751.95 | 75,027.10 | 8,017,815 | ||||||||||||
| Jamie Samath |
109,648,712.98 | 293,984.95 | 75,411.05 | 8,017,815 | ||||||||||||
| Susan Taylor |
109,893,450.98 | 52,556.95 | 72,101.05 | 8,017,815 | ||||||||||||
| Richard Wallace |
109,811,499.98 | 135,075.95 | 71,533.05 | 8,017,815 | ||||||||||||
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, 2026.
The table below presents the voting results for Proposal Two:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 110,538,151.98 | 7,433,060.95 | 64,711.05 | 0 |
Proposal Three: The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement for the 2025 Annual Meeting.
The table below presents the voting results for Proposal Three:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 100,607,405.43 | 8,287,035.72 | 1,123,667.83 | 8,017,815 |
| Item 8.01 | Other Events. |
As previously disclosed in the Company’s 2025 Proxy Statement filed with the SEC on September 23, 2025, Emiko Higashi and Gary Moore were not standing for re-election at the 2025 Annual Meeting, effectively ending each of their terms on November 5, 2025.
On November 5, 2025, Michael McMullen was appointed Chair of the Compensation and Talent Committee, replacing Gary Moore.
On November 6, 2025, the Company issued a press release announcing that its Board declared a cash dividend of $1.90 per share on the Company’s common stock. Such dividend shall be payable on December 2, 2025 to stockholders of record as of the close of business on November 17, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are filed herewith.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated By-Laws | |
| 99.1 | Press release issued November 6, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
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.
| KLA CORPORATION | ||||||
| Date: November 6, 2025 | By: | /s/ Mary Beth Wilkinson | ||||
| Name: | Mary Beth Wilkinson | |||||
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |||||