-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KwQPcz3/LWlonm96Ys+wDmXFQt4H9pK/dHmyn6cOcNmvmi8hi9h2hb2yQXShSwOQ dasSH5LquuyMXaekw4Dj1A== 0000950134-06-015006.txt : 20060807 0000950134-06-015006.hdr.sgml : 20060807 20060807131957 ACCESSION NUMBER: 0000950134-06-015006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060803 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060807 DATE AS OF CHANGE: 20060807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KLA TENCOR CORP CENTRAL INDEX KEY: 0000319201 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 042564110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09992 FILM NUMBER: 061008203 BUSINESS ADDRESS: STREET 1: 160 RIO ROBLES CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084344200 MAIL ADDRESS: STREET 1: 160 RIO ROBLES CITY: SAN JOSE STATE: CA ZIP: 95161-9055 FORMER COMPANY: FORMER CONFORMED NAME: KLA INSTRUMENTS CORP DATE OF NAME CHANGE: 19920703 8-K 1 f22799e8vk.htm FORM 8-K e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 3, 2006
 
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)   (IRS Employer
Identification No.)
160 Rio Robles
San Jose, California 95134
(Address of principal executive offices, including zip code)
(408) 875-3000 (Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 8.01 Other Events
On August 3, 2006, the Board of Directors of KLA-Tencor Corporation (the “Company”) adopted a majority stockholder vote standard for uncontested director elections. Under this new majority vote standard, which replaces plurality voting for uncontested director elections, a nominee must receive favorable votes from holders of a majority of the shares represented at the meeting and entitled to vote in order to be elected to the Board of Directors. In contested elections where the number of nominees exceeds the number of directors to be elected, the vote standard will continue to be a plurality of votes cast.
In addition, if an incumbent director nominee is not elected, the director shall tender his or her resignation to the Board of Directors immediately upon certification of the election results. The Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation. The Board will act on the Committee’s recommendation within 180 days from the date of the certification of the election results and will publicly disclose its decision. The director who tenders his or her resignation will not participate in the Board’s decision.

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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.
         
  KLA-TENCOR CORPORATION
 		  
  By:   /s/ Stuart J. Nichols    
    Stuart J. Nichols   
    Vice President & General Counsel   
 
Date: August 7, 2006

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