KLA CORP false 0000319201 0000319201 2023-07-24 2023-07-24





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2023




(Exact name of registrant as specified in its charter)




Delaware   000-09992   04-2564110
(State or other jurisdiction
of incorporation)
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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange

on which registered

Common Stock, $0.001 par value per share  


Indicate by check

  The Nasdaq Stock Market, LLC
    The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2023, the Board of Directors (the “Board”) of KLA Corporation (the “Company”) elected Michael McMullen to the Board, effective immediately. Mr. McMullen has served as the President, since 2014, and Chief Executive Officer, since 2015, of Agilent Technologies, Inc. (“Agilent”), a global leader in life sciences, diagnostics and applied chemical markets, providing application focused solutions that include instruments, software, services and consumables for the entire laboratory workflow. In his thirty-year career at Agilent, Mr. McMullen held various leadership positions. The Board also appointed Mr. McMullen to the Compensation and Talent Committee of the Board, effective immediately.

Mr. McMullen will receive a prorated grant of restricted stock units pursuant to the Company’s 2004 Equity Incentive Plan for his service on the Board through the next annual meeting of stockholders and will be entitled to receive a prorated portion of the annual cash retainer paid by the Company to independent members of the Board and members of the Compensation and Talent Committee for their service pursuant to the Company’s current outside director compensation program.


Item 7.01

Regulation FD Disclosure.

On July 24, 2023, the Company issued a press release announcing the election of Mr. McMullen to the Board and his appointment to the Compensation and Talent Committee. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of 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, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01

Financial Statements and Exhibits.




The following exhibits are filed herewith.


Exhibit No.    Description
99.1    Press release issued July 24, 2023
104    Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


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: July 24, 2023     By:  

/s/ Mary Beth Wilkinson

    Name:   Mary Beth Wilkinson
    Title:   Executive Vice President and Chief Legal Officer