Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2016



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

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 1-408-727-5555

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:


¨ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 22, 2016, the Board of Directors (the “Board”) of Applied Materials, Inc. (“Applied”) appointed Judy Bruner to serve as a member of the Board and as a member of the Audit Committee of the Board, effective immediately.

Ms. Bruner will receive the standard compensation applicable to non-employee directors: (1) an annual retainer of $65,000 (prorated based on her service during the year), in addition to a fee of $2,000 for each committee meeting attended, and (2) an automatic grant of a number of restricted stock units equal to $200,000, divided by the market value of Applied common stock on the date of her appointment, and prorated based on the period beginning on the date of Ms. Bruner’s appointment and ending on the date of the 2017 Annual Meeting of Stockholders. The restricted stock units are scheduled to vest in full on March 1, 2017, subject to Ms. Bruner’s continued service as a director through that date.


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 25, 2016     By:   /s/ Thomas F. Larkins
         Thomas F. Larkins
         Senior Vice President, General Counsel and Corporate    Secretary