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 2, 2018

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 1.01
Entry into a Material Definitive Agreement.

On November 2, 2018, KLA-Tencor Corporation (the “Company”) entered into an Incremental Facility, Extension and Amendment Agreement, by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Amendment”), which amends that certain Credit Agreement, dated as of November 30, 2017, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”).

The Amendment amends the Credit Agreement to (a) extend the Maturity Date (as defined in the Credit Agreement) from November 30, 2022 to November 30, 2023, (b) increase the total Commitments (as defined in the Credit Agreement) by an amount equal to $250,000,000 and (c) effect certain other amendments to the Credit Agreement as set forth in the Amendment. After giving effect to the Amendment, the total commitments under the Credit Agreement are $1,000,000,000. No loans were outstanding as of November 2, 2018 under the Credit Agreement.

A copy of the Amendment is attached hereto as Exhibit 10.1. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment.

Item 2.03
 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 5.07
Submission of Matters to a Vote of Security Holders.
KLA-Tencor Corporation (the “Company”) held its fiscal year 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) on November 7, 2018. Of the 154,835,013 shares of the Company’s common stock outstanding as of September 13, 2018 (the record date), 135,077,053 shares, or 87.2%, were present or represented by proxy at the 2018 Annual Meeting. Four proposals were considered at the 2018 Annual Meeting.
Proposal One. At the 2018 Annual Meeting, the stockholders elected the ten 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
118,972,809

4,128,571

226,663

11,749,010

Robert M. Calderoni
114,035,594

9,197,493

94,956

11,749,010

John T. Dickson
121,144,180

2,085,165

98,698

11,749,010

Emiko Higashi
122,973,527

265,865

88,651

11,749,010

Kevin J. Kennedy
121,543,279

1,688,575

96,189

11,749,010

Gary B. Moore
122,777,661

452,975

97,407

11,749,010

Kiran M. Patel
121,964,332

1,270,399

93,312

11,749,010

Ana G. Pinczuk
122,956,468

279,148

92,427

11,749,010

Robert A. Rango
122,181,571

1,048,292

98,180

11,749,010

Richard P. Wallace
119,342,241

3,891,186

94,616

11,749,010

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, 2019. The table below presents the voting results on this proposal:
For
Against
Abstentions
Broker Non-Votes
129,765,743

5,119,940

191,370

—

Proposal Three. The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2018 Annual Meeting. The table below presents the voting results on this proposal:




For
Against
Abstentions
Broker Non-Votes
117,007,487

6,151,008

169,548

11,749,010

Proposal Four. The stockholders approved the Company's Amended and Restated 2004 Equity Incentive Plan. The table below presents the voting results on this proposal:
For
Against
Abstentions
Broker Non-Votes
117,022,400

6,151,008

169,548

11,749,010

Item 8.01
Other Events.
On November 7, 2018, the Company issued a press release announcing that the Company's Board of Directors has declared a cash dividend of $0.75 per share on the Company’s common stock. Such dividend shall be payable on December 4, 2018 to the Company’s stockholders of record as of the close of business on November 17, 2018. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The following exhibit is filed herewith:
Exhibit No.
 
Description
 
 
10.1
 
 
 
 
99.1
 




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 8, 2018
 
 
 
By:
 
/s/ TERI A. LITTLE
 
 
 
 
 
Name:
 
Teri A. Little
 
 
 
 
 
Title:
 
Executive Vice President and Chief Legal Officer