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): June 13, 2006
Applied Materials, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-6920 | 94-1655526 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 3050 Bowers Avenue P.O. Box 58039 Santa Clara, CA |
95052-8039 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 727-5555
N/A
(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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On June 13, 2006, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Applied Materials, Inc. (“Applied”) approved changes to the cash compensation to be paid to nonemployee members of the Board. The changes are effective beginning with the third quarter of fiscal year 2006. The retainer for nonemployee members of the Board will be $30,000 per year. The lead independent director of the Board will receive an additional retainer of $15,000 per year. The chair of the Corporate Governance and Nominating Committee of the Board will receive an additional retainer of $10,000 per year. No other changes were made to the compensation of nonemployee members of the Board. If a director holds more than one chair or is a chair and the lead independent director, he or she will receive an additional retainer only for the highest paying position held and will not receive an additional retainer for any other chair or for being lead independent director.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On June 13, 2006, the Board appointed Robert H. Brust to serve as a member of the Board, effective immediately. Mr. Brust has also been appointed to serve as a member of the Audit Committee and of the Strategy Committee of the Board.
Item 7.01 Regulation FD Disclosure.
On June 13, 2006, Applied issued a press release announcing the appointment of Mr. Brust to the Board, the text of which is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including the exhibit, is furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Applied under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release issued by Applied Materials, Inc. dated June 13, 2006. |
SIGNATURE
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.
| Applied Materials, Inc. (Registrant) | ||||
| Dated: June 13, 2006 | ||||
| By: | /s/ JOSEPH J. SWEENEY | |||
| Joseph J. Sweeney Senior Vice President General Counsel and Corporate Secretary | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Applied Materials, Inc. dated June 13, 2006. |