Business Context and Reporting Period
This Form 8-K filing by Applied Materials, Inc. (Applied) is dated November 26, 2012. The report discloses the departure of an executive officer under Item 5.02, specifically regarding the participation of Mark R. Pinto in the Company's previously announced voluntary retirement program (VRP).
Key Financial Metrics
The filing does not provide consolidated revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on the compensation and separation terms for a specific executive officer.
- Separation Pay Lump Sum: $589,790 (less applicable tax withholdings).
- Base Earnings Component: $575,000 (equivalent to 52 weeks of base salary).
- Insurance Continuation: $14,790 (covering 12 months of medical, vision, and dental).
- Equity Acceleration: 103,500 performance shares (time-based vesting accelerated to the departure date).
- Career Transition Services: Approximately $6,000 (up to six months).
Material Changes
On November 26, 2012, Mark R. Pinto, Executive Vice President and General Manager of Energy and Environmental Solutions, elected to participate in the VRP. His departure is effective January 11, 2013, subject to a seven-day revocation period following the signing of the participation agreement. This represents a change in senior leadership structure within the Energy and Environmental Solutions division.
Outlook, Risks, and Unusual Items
Management Commentary and Contingencies:
- Revocation Period: Dr. Pinto has seven days after signing the agreement to revoke his election to retire.
- Performance Bonus: As an executive officer through the end of fiscal 2012, Dr. Pinto remains eligible for a bonus under the Senior Executive Bonus Plan. The amount is contingent on fiscal 2012 performance goals and will be determined by the Human Resources and Compensation Committee at its December 2012 meeting.
- Legal Requirements: Dr. Pinto has executed a general release in favor of Applied and must enter into a supplemental release on his departure date.
Investor Verification Checklist
- Confirm whether Dr. Pinto revokes his election to participate in the VRP within the seven-day window.
- Monitor the December 2012 Board meeting for the determination of Dr. Pinto's fiscal 2012 performance bonus.
- Verify the final departure date, which is currently set for January 11, 2013, but may be adjusted per the VRP agreement.
- Review the impact of the accelerated vesting of 103,500 performance shares on the Company's stock-based compensation expense for the period.