8-K

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): March 29, 2007

KLA-TENCOR CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-09992	04-2564110
(Commission File Number)	(IRS Employer Identification No.)

160 Rio Robles

San Jose, California 95134

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (408) 875-3000

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):

¨ 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 8.01. Other Events.

On April 2, 2007, KLA-Tencor Corporation, Inc. (the “Company”) announced that, at the Company’s Annual Meeting of Stockholders held on March 29, 2007, the Company’s stockholders elected Robert M. Calderoni as a new director and reelected H. Raymond Bingham, Robert T. Bond and David C. Wang as directors. During this meeting, the stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2007.

The Company also announced the appointment of Brian M. Martin as the Company’s Senior Vice President, General Counsel and Corporate Secretary, effective April 1, 2007.

A copy of the Company’s news release issued on April 2, 2007 in connection with the foregoing, is attached hereto as Exhibit 99.1.

The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Text of press release issued by KLA-Tencor Corporation, Inc. dated April 2, 2007.

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: April 4, 2007	By:	/s/ Jeffrey L. Hall
	Name:	Jeffrey L. Hall
	Title:	Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Text of press release issued by KLA-Tencor Corporation, Inc. dated April 2, 2007.

EX-99.1

Exhibit 99.1

KLA-Tencor Adds Robert Calderoni to its Board and

Names Brian Martin as Senior Vice President, General Counsel and Corporate Secretary

SAN JOSE, California, April 2, 2007 – KLA-Tencor Corporation (Nasdaq: KLAC) today announced the election of Robert M. Calderoni as a Class I director at the Company’s Annual Meeting of Stockholders held on March 29, 2007. Mr. Calderoni, 47, is the Chairman of the Board and Chief Executive Officer of Ariba, Inc. He has served in senior executive roles at Ariba since 2001 and was previously the Chief Financial Officer of Avery Dennison Corporation. He was also appointed to the Audit Committee of the Board of Directors.

Also at the Annual Meeting, the three incumbent Class II directors, H. Raymond Bingham, Robert T. Bond and David C. Wang, were elected for three year terms, and the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2007 was ratified.

KLA-Tencor also announced today the appointment of Brian M. Martin to the positions of Senior Vice President, General Counsel and Corporate Secretary, effective April 1, 2007. Mr. Martin, 45, served in senior legal positions at Sun Microsystems, Inc. for the past 10 years, most recently as Vice President, Corporate Law Group, responsible for legal requirements associated with Sun’s corporate securities, mergers, acquisitions and alliances, corporate governance and Sarbanes-Oxley compliance, and litigation management. Mr. Martin also supported Sun’s worldwide sales activities and for several years served as its chief antitrust counsel. In addition, Mr. Martin is an adjunct professor of law at the School of Law of the State University of New York at Buffalo, where he instructs on ethics and corporate counseling. Prior to his career at Sun, Mr. Martin was in private practice where he had extensive experience in antitrust and intellectual property litigation

About KLA-Tencor: KLA-Tencor is the world leader in yield management and process control solutions for semiconductor manufacturing and related industries. Headquartered in San Jose, California, the company has sales and service offices around the world. An S&P 500 company, KLA-Tencor is traded on the NASDAQ Global Select Market under the symbol KLAC. Additional information about the company is available on the Internet at http://www.kla-tencor.com.

Contact:

Kyra Whitten

Senior Director, Corporate Communications

Phone: (408) 875-7819