Lam Research Files 8-K: Officer Changes, Bylaw Amendments

TL;DR

LRCX filed an 8-K detailing officer changes, bylaw updates, and shareholder votes.

AI Summary

Lam Research Corporation (LRCX) filed an 8-K on November 4, 2025, reporting material modifications to security holder rights, departure/election of officers, amendments to bylaws, and submission of matters to a vote. The filing also includes financial statements and exhibits, with the report date being November 4, 2025.

Why It Matters

This 8-K filing indicates significant corporate governance and operational updates for Lam Research, potentially impacting its strategic direction and shareholder relations.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate negative financial or operational news.

Key Players & Entities

• LAM RESEARCH CORP (company) — Registrant
• November 4, 2025 (date) — Report Date
• Delaware (jurisdiction) — State of Incorporation
• 94-2634797 (identifier) — IRS Employer Identification Number
• 4650 Cushing Parkway Fremont, California 94538 (address) — Business Address

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, Par Value $0.001 Per Share LRCX The Nasdaq Stock Market

Filing Documents

• lrcx-20251104.htm (8-K) — 94KB
• lrcx_exx31xcertificateofam.htm (EX-3.1) — 7KB
• lrcx_exx32xrestatedcertifi.htm (EX-3.2) — 50KB
• lrcx_exx101xlamresearch202.htm (EX-10.1) — 135KB
• 0000707549-25-000094.txt ( ) — 449KB
• lrcx-20251104.xsd (EX-101.SCH) — 2KB
• lrcx-20251104_lab.xml (EX-101.LAB) — 22KB
• lrcx-20251104_pre.xml (EX-101.PRE) — 13KB
• lrcx-20251104_htm.xml (XML) — 3KB

03. Material Modification to Rights of Security Holders 3

Item 3.03. Material Modification to Rights of Security Holders 3 Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 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

07. Submission of Matters to a Vote of Security Holders 3

Item 5.07. Submission of Matters to a Vote of Security Holders 3

01. Financial Statements and Exhibits 5

Item 9.01. Financial Statements and Exhibits 5 SIGNATURES 6 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. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On November 4, 2025, Lam Research Corporation (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved a new equity incentive plan, the 2025 Stock Incentive Plan (the "2025 Plan"). A description of the 2025 Plan is set forth under "Proposal No. 3: Approval of the Adoption of the Lam 2025 Stock Incentive Plan" in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 24, 2025 (the "Proxy Statement"), which description is incorporated into this Current Report on Form 8-K by reference. The descriptions of the 2025 Plan contained herein and in the Proxy Statement are qualified in their entirety by the full text of the 2025 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and 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 At the Annual Meeting, the Company's stockholders approved an amendment (the "Amendment") to the Company's existing Restated Certificate of Incorporation, as amended (as amended, the "Certificate of Incorporation"). As further disclosed under "Proposal No. 5: Approval of an Amendment to the Company's Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law" in the Proxy Statement, the Amendment limits the liability of certain officers of the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware. The description of the Amendment set forth in the Proxy Statement is incorporated into this Current Report on Form 8-K by reference. The Amendment became effective upon the filing of a certificate of amendment to the Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on November 4, 2025. On the same date, the Company also filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation (the "Restated Certificate") that restated and integrated, but did not further amend, the Certificate of Incorporation (as amended through the filing of the Certificate of Amendment), which became effective upon filing. The descriptions of the Amendment and the Restated Certificate contained herein and in the Proxy Statement are qualified in their entirety by the full text of the Certificate of Amendment and the Restated Certificate, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders As noted above, the Annual Meeting was held on November 4, 2025. The results of voting on the following items were as set forth below: (a) The votes for nominated directors, to serve until the next annual meeting of stockholders, and until their successors are elected and qualified, were as follows: Table of Contents NOMINEE % OF VOTES CAST FOR FOR AGAINST ABSTAIN BROKER NON-VOTES Sohail U. Ahmed 99.78% 958,402,730 2,096,565 1,624,591 126,798,022 Timothy M. Archer 99.50% 956,004,060 4,732,562 1,387,264 126,798,022 Eric K. Brandt 92.62% 889,662,358 70,839,719 1,621,809 126,798,022 Ita M. Brennan 99.88% 959,383,490 1,113,104 1,627,292 126,798,022 Michael R. Cannon 80.80% 776,124,109 184,383,838 1,615,939 126,798,022 John M. Dineen 99.81% 958,706,488 1,792,833 1,624,565 126,798,022 Mark Fields 99.69% 957,601,902 2,925,295 1,596,689 126,798,022 Ho Kyu Kang 99.80% 958,692,769 1,834,159 1,596,958 126,798,022 Bethany J. Mayer 95.93% 920,998,921 38,980,893 2,144,072 126,798,022 Jyoti K. Mehra 97.17% 933,327,186 27,152,623 1,644,077 126,798,022 Abhijit Y. Talwalkar 89.91% 857,616,454 96,178,557 8,328,875 126,798,022 All director nominees were duly elected. (b) The vote on a proposal to approve on an advisory basis the compensation of the named executive officers of the Company ("Say on Pay") was as follows: % OF VOTES CAST FOR FOR AGAINST ABSTAIN BROKER NON-VOTES Total Shares Voted 90.83% 873,945,020 83,398,798 4,780,068 126,798,022 The proposal was approved. (c) The vote on a proposal to approve the adoption of the Lam Research 2025 Stock Incentive Plan was as follows: % OF VOTES CAST FOR FOR AGAINST ABSTAIN BROKER NON-VOTES Total Shares Voted 93.79% 902,381,442 55,309,356 4,433,088 126,798,022 The proposal was approved. (d) The vote on a proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2026 was

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits 3.1 Certificate of Amendment of Restated Certificate of Incorporation of Lam Research Corporation 3.2 Restated Certificate of Incorporation of Lam Research Corporation 10.1* Lam Research Corporation 2025 Stock Incentive Plan 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document * Indicates management contract or compensatory plan or arrangement in which executive officers of the Company are eligible to participate. 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: November 6, 2025 LAM RESEARCH CORPORATION (Registrant) /s/ Ava A. Harter Ava A. Harter Senior Vice President, Chief Legal Officer and Secretary