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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): August 6, 2007
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-12933
(Commission File Number)
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94-2634797
(IRS Employer Identification Number) |
4650 Cushing Parkway
Fremont, California 94538
(Address of principal executive offices including zip code)
(510) 572-0200
(Registrants telephone number, including area code)
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Adoption of Executive Incentive Plan Performance Goals for the Second Half of Calendar Year
2007
On August 6, 2007, based upon the recommendation of its Compensation Committee (the
Committee), the Board of Directors (the Board) of Lam Research Corporation established its
corporate performance goal under Lams 2004 Executive Incentive Plan for the second half of
calendar year 2007 for Stephen G. Newberry, the Companys Chief Executive Officer based on
operating profit objectives. Individual performance goals including financial and other objectives
established for Mr. Newberry in January 2007 remain in effect for the second half of calendar year
2007. Financial goals that continue in effect for the second half of calendar year 2007 include
revenue, gross margin and cash generation targets. Non-financial targets include certain market
position objectives. Mr. Newberrys target incentive amount is 100% of his salary. The range for
actual incentive awards, from zero to 2.4 times the target amount based on both corporate and
individual performance factors, is the same for the second half of calendar year 2007 as it was for
the first half. To the extent that the actual performance (whether corporate or individual) falls
below predetermined performance targets, incentive awards are determined as a declining percentage
of the target incentive amount. No incentive awards are paid under the incentive plan if
predetermined minimum financial performance targets are not met.
On August 6, 2007, the Committee also confirmed that corporate performance goals established
for the first half of its calendar year 2007 incentive plan for its named executive officers other
than the Chief Executive Officer and Executive Chairman, including Martin B. Anstice and Ernest E.
Maddock, would continue for the second half of the year. The 2007 incentive plan provides for the
payment of incentive bonuses upon achievement of certain corporate, organizational and individual
performance objectives. The corporate performance objective is based on the Companys operating
profit. Each officer was assigned a target percentage of his or her base salary for the period, and
the calculated incentive amounts, which may range from zero to 2.4 times the target amounts based
on the achievement of the specified performance objectives, are the same for the second half of
calendar year 2007 as they were for the first half. The calculated bonus amounts will vary to the
extent that the actual performance exceeds or falls below performance targets. The amount of the
final incentive payments is subject to the discretion of the Committee and may vary from the
calculated incentive amount.
SIGNATURES
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: August 10, 2007
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LAM RESEARCH CORPORATION
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By: |
/s/ James D. Wheat
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James D. Wheat |
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Vice President, Corporate Controller |
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