Business Context and Reporting Period
This Form 8-K Current Report was filed by Applied Materials, Inc. on July 18, 2025, with the report date finalized on July 22, 2025. The filing primarily addresses corporate governance changes regarding the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on director compensation arrangements.
Material Changes
The material change reported is the election of James R. Anderson to the Board of Directors and the Strategy and Investment Committee, effective immediately on July 18, 2025.
Management Commentary and Compensation Details
Mr. Anderson's compensation package includes the following components:
- Annual Retainer: $100,000 (prorated based on service during the fiscal year).
- Committee Retainer: $10,000 for service on the Strategy and Investment Committee (prorated).
- Restricted Stock Units (RSUs): An automatic grant valued at $240,000, calculated by dividing this amount by the market value of Applied common stock on the appointment date. The grant is prorated for the period from appointment until the 2026 Annual Meeting of Shareholders.
- Vesting Schedule: RSUs vest in full on March 1, 2026, contingent on continued service.
Mr. Anderson has entered into the Company's standard directors' indemnification agreement. The filing states there are no other arrangements or understandings regarding his election, and he holds no direct or indirect material interest in transactions requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the exact number of RSUs granted by checking the market price of AMAT stock on July 18, 2025.
- Confirm the specific vesting conditions and the March 1, 2026 vesting date in the Company's proxy statement or equity incentive plan documents.
- Review the attached Press Release (Exhibit 99.1) for additional biographical details on Mr. Anderson.
- Note that this filing does not provide updated financial guidance or operational metrics.