Lam Research Amends Articles of Incorporation

Ticker: LRCX · Form: 8-K · Filed: 2024-10-02T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, amendment, bylaws

Related Tickers: LRCX

TL;DR

LRCX filed an 8-K updating its corporate charter, effective Oct 2. Expect governance shifts.

AI Summary

On October 2, 2024, Lam Research Corporation (LRCX) filed an 8-K report detailing amendments to its Articles of Incorporation. These amendments, effective October 2, 2024, modify the rights of security holders and include changes to the company's bylaws. The filing also contains financial statements and exhibits related to these corporate actions.

Why It Matters

Changes to a company's articles of incorporation can affect shareholder rights and the governance structure, potentially impacting investor confidence and future strategic decisions.

Risk Assessment

Risk Level: low — This filing is procedural and relates to corporate governance changes rather than immediate financial performance or operational risks.

Key Players & Entities

FAQ

What specific rights of security holders are being modified by the amendments to the Articles of Incorporation?

The filing indicates that the amendments modify the rights of security holders, but the specific details of these modifications are not elaborated upon in the provided text, requiring a review of the attached exhibits.

When were the amendments to Lam Research Corporation's Articles of Incorporation made effective?

The amendments to the Articles of Incorporation were made effective on October 2, 2024.

What type of corporate actions are being reported in this 8-K filing?

This 8-K filing reports material modifications to the rights of security holders, amendments to the Articles of Incorporation or Bylaws, and includes financial statements and exhibits.

What is the principal executive office address for Lam Research Corporation?

The principal executive offices of Lam Research Corporation are located at 4650 Cushing Parkway, Fremont, California 94538.

Does this filing include any financial statements?

Yes, the filing explicitly states that it includes 'Financial Statements and Exhibits' as part of the reported items.

Filing Stats: 785 words · 3 min read · ~3 pages · Grade level 11.1 · Accepted 2024-10-02 17:02:11

Key Financial Figures

Filing Documents

03. Material Modification to Rights of Security Holders 3

Item 3.03. Material Modification to Rights of Security Holders 3

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 3

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 3

01. Financial Statements and Exhibits 3

Item 9.01. Financial Statements and Exhibits 3 SIGNATURES 4 EX-3.1 Table of Contents

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On October 2, 2024, Lam Research Corporation (the "Company") filed an amendment to the Company's Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to effect a ten-for-one forward split (the "Stock Split") of the Company's common stock, par value $0.001 per share (the "Common Stock"), without any change to its par value. The Amendment also effected a proportionate increase in the number of shares of authorized Common Stock from 400,000,000 to 4,000,000,000. Pursuant to Section 242(d) of the General Corporation Law of the State of Delaware, stockholder approval was not required in connection with the foregoing. The Stock Split became effective at 5:00 p.m. Eastern Time on October 2, 2024. Trading in the Common Stock on the Nasdaq Global Select Market is expected to commence on a Stock Split-adjusted basis at the market open on October 3, 2024, under the existing trading symbol "LRCX." The new CUSIP number for the Common Stock following the Stock Split is 512807306. As a result of the Stock Split, every one (1) share of Common Stock issued and outstanding was automatically divided into ten (10) shares of Common Stock. The Stock Split does not modify any rights or preferences of the shares of the Common Stock. Proportionate adjustments were automatically made to the number of shares of Common Stock underlying the Company's outstanding equity awards, equity incentive plans, and other existing agreements, as well as exercise or conversion prices, as applicable. The foregoing description of the Amendment is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits 3.1 Certificate of Amendment to Restated Certificate of Incorporation of Lam Research Corporation 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document Table of Contents

SIGNATURES

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: October 2, 2024 LAM RESEARCH CORPORATION (Registrant) /s/ Ava A. Harter Ava A. Harter Senior Vice President, Chief Legal Officer

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