DEF 14A

DEF 14A 1 d375882ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

KLA Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

LOGO Notice of Annual Meeting of

Stockholders

November 2, 2022

To our stockholders:

YOUR VOTE IS IMPORTANT

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of KLA Corporation (“KLA,” “we,” “us,” “our” or the “Company”), a Delaware corporation, will be held on Wednesday, November 2, 2022, at 12:00 p.m. PDT, in the Plus Building of our Milpitas headquarters, located at One Technology Drive, Milpitas, California 95035, for the following purposes:

1.	To elect the ten candidates nominated by our Board of Directors (the “Board”) to serve as directors for one-year terms, each until his or her successor is duly elected and qualified.

2.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2023.

3.	To approve on a non-binding, advisory basis our named executive officer compensation.

4.	To consider a stockholder proposal requesting our Board to issue a report regarding net zero targets and climate transition planning, if properly presented at the meeting.

5.	To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

Only stockholders of record at the close of business on September 12, 2022, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the Annual Meeting at the Company’s offices at One Technology Drive, Milpitas, California 95035.

For admission to the Annual Meeting, stockholders should come to the stockholder check-in table. Those who hold shares of our common stock in their own names should provide identification and have their ownership verified against the list of registered stockholders as of the close of business on the record date, September 12, 2022. Those who have beneficial ownership of stock through a broker, bank or other nominee must bring account statements or letters from the broker, bank or other nominee indicating that they owned our common stock as of the close of business on the record date, September 12, 2022. To vote at the meeting, those who have beneficial ownership of stock through a broker, bank or other nominee must bring a legal proxy, which can be obtained only from the broker, bank or other nominee.

Sincerely,

Richard P. Wallace

President and Chief Executive Officer

Milpitas, California

This Notice of Annual Meeting of Stockholders, Proxy Statement and form of proxy are being made available electronically and mailed on or about September 22, 2022.

All stockholders are cordially invited to attend the Annual Meeting in person; however, regardless of whether you expect to attend the Annual Meeting in person, we encourage you to vote as soon as possible. You may vote by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by telephone or by written proxy or voting instruction card will ensure your representation at the Annual Meeting regardless of whether you attend in person.

IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE

We are sensitive to the public health and travel concerns our stockholders may have regarding our in person Annual Meeting and recommendations that public health officials have issued and may issue in light of the continuing public health crisis caused by COVID-19. As a result, we will enforce appropriate protocols consistent with then applicable federal, state and local guidelines, mandates or recommendations or facility requirements. These requirements may include the use of face coverings, proof of vaccination and maintaining appropriate social distancing. We may also impose additional procedures or limitations on meeting attendees. We plan to announce any such updates on our website https://ir.kla.com/news-events, and we encourage you to check this website prior to the Annual Meeting if you plan to attend.

LOGO | 2022 Proxy Statement

LOGO

LOGO Table of Contents



1		Proxy Summary

3		Fiscal Year 2022 Performance Highlights

4		Proposal One: Election of Directors

5		Information About the Board of Directors and its Committees

5		Board Leadership Structure

5		The Board’s Role in Oversight of Risk

6		Audit Committee

7		Compensation and Talent Committee

7		Risk Considerations in Our Compensation Programs

8		Nominating and Governance Committee

8		Evaluation of Director Candidates

8		Majority Vote Policy

8		Director Qualifications and Diversity

10		Board Diversity Matrix

11		Nominees for Election at the 2022 Annual Meeting

18		Director Compensation

21		Our Corporate Governance Practices

21		Adopting and Maintaining Governance Standards

21		Monitoring Board Effectiveness

21		Conducting Formal Independent Director Sessions

21		Hiring Outside Advisors

21		Avoiding Conflicts of Interest

21		Communications with the Board



22		Standards of Business Conduct; Whistleblower Hotline and Website

22		Ensuring Auditor Independence

22		Compensation and Talent Committee Interlocks and Insider Participation

22		Stockholder Nominations to the Board

22		Majority Vote Policy

22		Stockholder Outreach

23		Environmental, Social and Governance (ESG)

28		Proposal Two: Ratification of Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending June 30, 2023

28		Audit Committee Recommendation

28		Attendance at the Annual Meeting

29		Fees

29		Pre-Approval Policies and Procedures

29		Independence Assessment by Audit Committee

30		Proposal Three: Approval of Our Named Executive Officer Compensation

31		Information About Executive Officers

35		Security Ownership of Certain Beneficial Owners and Management

35		Principal Stockholders

36		Directors and Management

37		Delinquent Section 16(a) Reports

38		Executive Compensation and Other Matters

38		Compensation Discussion and Analysis

38		Executive Summary

LOGO | 2022 Proxy Statement

LOGO

ii | Table of Contents



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SEC Form DEF 14A filed by KLA Corporation