Business Context and Reporting Period
This Form 8-K is a current report filed by Applied Materials, Inc. on December 8, 2023, covering events occurring on December 8 and December 11, 2023. The filing addresses corporate governance changes, specifically the departure of a senior officer and amendments to the company's bylaws.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported figures for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and personnel matters.
Material Changes
- Departure of Principal Accounting Officer: Jeff Bodner departed the Company on December 11, 2023. The filing explicitly states this departure was not the result of any disagreement regarding financial controls, statements, operations, or policies.
- Appointment of Interim Officer: Charles Read was appointed as the interim Principal Accounting Officer, effective immediately. Mr. Read previously served as Corporate Vice President, Business Units and Operations CFO since September 2022 and has been with the company since September 2013.
- Bylaw Amendments: On December 8, 2023, the Board amended the Amended and Restated Bylaws to:
- Lower the stockholder ownership threshold required to call a special meeting from 20% to 10%.
- Incorporate recent Delaware law amendments regarding adjourned meetings, proxy requirements, and written consent actions.
- Make technical and ministerial clarifications.
Guidance, Outlook, and Risks
The filing contains no financial guidance, forward-looking outlook, or discussion of market risks. The only risk disclosure relates to the personnel change, which the company clarifies is not indicative of any disagreement on financial matters. No unusual items or contingencies are reported.
Investor Verification Checklist
- Verify the effective date of Charles Read's interim role as Principal Accounting Officer.
- Review the full text of the Amended and Restated Bylaws (Exhibit 3.2) to understand the specific implications of the lowered special meeting threshold.
- Confirm that no other undisclosed disagreements exist regarding financial reporting, as explicitly stated in the departure notice.