Lam Research (LRCX) Proxy filing summary

Executive summary

• Annual meeting scheduled for November 3, 2026, with virtual participation and voting options for shareholders.

• Key business items include election of 10 directors, advisory vote on executive compensation, ratification of KPMG as auditor, and a stockholder proposal on special meeting rights.

• Fiscal 2026 financial highlights: $23.23B revenue, $4.74B returned to shareholders, $2.38B R&D spending, $5.86B cash flow from operations, $1.27B in dividends, $3.47B in repurchases, $5.76 EPS.

Voting matters and shareholder proposals

• Board recommends voting for all director nominees, for executive compensation, for auditor ratification, and against the stockholder proposal to lower the threshold for calling special meetings.

• Stockholder proposal seeks to reduce the ownership threshold to call a special meeting from 20% to 10%; Board opposes, citing alignment with market practice and risk of misuse.

Board of directors and corporate governance

• Board consists of 10 nominees, 9 of whom are independent; average tenure is 6.3 years, average age 60.7.

• Board effectiveness supported by annual evaluations, director onboarding, ongoing education, and regular refreshment.

• Separate Chair and CEO roles, with an independent Chair.

• Stockholder rights include proxy access, right to act by written consent, and right to call special meetings (20% threshold, one-year holding period).

• Board committees: Audit, Compensation and Human Resources, Nominating and Governance, Innovation and Technology.