8-K


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 4, 2015

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 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”) on November 4, 2015. Of the 156,594,180 shares of the Company’s common stock outstanding as of September 15, 2015 (the record date), 145,629,156 shares, or 93.0%, were present or represented by proxy at the 2015 Annual Meeting. Three proposals were considered at the 2015 Annual Meeting.
Proposal One. At the 2015 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
Against
Abstentions
Broker Non-Votes
Edward W. Barnholt
123,368,914
9,498,417
209,648
12,552,177
Robert M. Calderoni
131,441,899
1,453,162
181,918
12,552,177
John T. Dickson
131,548,991
1,342,461
185,527
12,552,177
Emiko Higashi
132,764,004
125,707
187,268
12,552,177
Kevin J. Kennedy
132,724,378
166,035
186,566
12,552,177
Gary B. Moore
132,732,572
157,528
186,879
12,552,177
Kiran M. Patel
132,717,543
178,078
181,358
12,552,177
Robert A. Rango
132,743,697
147,829
185,453
12,552,177
Richard P. Wallace
132,763,709
128,985
184,285
12,552,177
David C. Wang
132,732,160
137,820
206,999
12,552,177
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, 2016. The table below presents the voting results on this proposal:
For
Against
Abstentions
Broker Non-Votes
144,417,248
970,920
240,988
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 2015 Annual Meeting. The table below presents the voting results on this proposal:
For
Against
Abstentions
Broker Non-Votes
129,059,203
3,398,065
619,711
12,552,177




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, 2015
 
 
 
By:
 
/s/ TERI A. LITTLE
 
 
 
 
 
Name:
 
Teri A. Little
 
 
 
 
 
Title:
 
Senior Vice President and General Counsel