Form 8-K Amendment No. 1





Washington, D.C. 20549




(Amendment No. 1)




Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2011



Applied Materials, Inc.

(Exact name of registrant as specified in its charter)




Delaware   000-06920   94-1655526

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


3050 Bowers Avenue  
P.O. Box 58039  
Santa Clara, CA   95052-8039
(Address of principal executive   (Zip Code)

Registrant’s telephone number, including area code: (408) 727-5555


(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))




Explanatory Note

In a Current Report on Form 8-K filed on March 11, 2011 (the “Initial Filing”), Applied Materials, Inc. (“Applied”) disclosed that at its 2011 Annual Meeting of Stockholders held on March 8, 2011, Applied’s stockholders indicated their preference for the advisory vote on executive compensation to be held annually, which annual frequency was also the recommendation of Applied’s Board of Directors. Applied hereby amends its Initial Filing to disclose its decision to implement annual frequency after such vote. Except as stated herein, the Initial Filing shall remain in effect.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Applied has determined that it will hold an advisory vote on executive compensation on an annual basis until the next required vote on the frequency of such advisory votes, or until the Board of Directors otherwise determines that a different frequency for such votes is in the best interests of Applied’s stockholders.


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.


Dated: July 1, 2011        

/s/ Joseph J. Sweeney


Joseph J. Sweeney

Senior Vice President, General Counsel

and Corporate Secretary