LAM RESEARCH CORP
For the period ended Nov 3, 2026. Filed Sep 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 3, 2026 · Filed Sep 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | x |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
LAM RESEARCH CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
September 24, 2026
Dear Lam Research Stockholders,
We cordially invite you to attend the Lam Research Corporation 2026 Annual Meeting of Stockholders. The annual meeting will be held on Tuesday, November 3, 2026, at 9:30 a.m. Pacific Time. This year’s annual meeting will be virtual. You may attend the annual meeting, vote, and submit your questions during the live webcast of the annual meeting by visiting virtualshareholdermeeting.com/LRCX2026 and entering the 16‐digit control number included in our Notice of Internet Availability or on your proxy card.
At this year’s annual meeting, stockholders will be asked to:
(1) elect the 10 nominees named in the accompanying proxy statement as directors to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified;
(2) cast an advisory vote to approve our named executive officer compensation;
(3) ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2027; and
(4) vote on the stockholder proposal described in the proxy statement, if properly presented at the annual meeting.
The Board of Directors recommends that you vote in favor of each director nominee and for Proposals Nos. 2 and 3. In addition, stockholders will also be asked to consider Proposal No. 4, if properly presented, which is a stockholder proposal, and which the Board of Directors recommends you vote against. Management will not provide a business update during the annual meeting; please refer to our latest quarterly earnings report for our most recently provided outlook.
Please refer to the proxy statement for more detailed information about the annual meeting, each director nominee, each of the proposals, and instructions on how to cast your vote. Your vote is important, and we strongly urge you to cast your vote as soon as possible by internet, telephone, or mail, even if you plan to attend the meeting.
Sincerely yours,
Abhijit Y. Talwalkar
Chair of the Board
Notice of 2026 Annual Meeting of Stockholders
Meeting Information
| Category | Details |
|---|---|
| Date and Time | Tuesday, November 3, 2026 9:30 a.m. Pacific Time |
| Place | Via the Internet at virtualshareholdermeeting.com/LRCX2026 |
| Record Date | Only stockholders of record at the close of business on September 4, 2026 are entitled to notice of, and to vote at, the annual meeting (including any adjournment or postponement thereof). |
Proxy Materials
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 3, 2026
Our proxy statement and 2026 Annual Report are available atinvestor.lamresearch.comandwww.proxyvote.com.
Elect Electronic Delivery Save Time, Money, & Trees
As part of our efforts to be an environmentally responsible corporate citizen, we encourage Lam stockholders to voluntarily elect to receive future proxy materials electronically.• If you are a registered stockholder, please visit www.investordelivery.com for simple instructions.• If you are a stockholder who owns stock through a broker or brokerage account, please opt for e-delivery at www.investordelivery.com or by contacting your nominee.
Date of Distribution
The proxy materials are first being made available or mailed to our stockholders on or about September 24, 2026.
Items of Business
| # | Proposal | Our Board’s Recommendation | |
| 1. | Election of 10 directors named in the proxy statement to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified | þ | FOR each Director Nominee |
| 2. | Advisory vote to approve our named executive officer compensation | þ | FOR |
| 3. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2027 | þ | FOR |
| 4. | Stockholder proposal, if properly presented at the annual meeting | x | AGAINST |
| Transaction of such other business as may properly come before the annual meeting (including any adjournment or postponement thereof) | |||
|---|---|---|---|
Voting
Please vote as soon as possible, even if you plan to attend the annual meeting, on all of the voting matters. You have three options for submitting your vote before the annual meeting:
| 8 | ( | * |
|---|---|---|
| By internet | By phone | By mail |
| www.proxyvote.com | 1-800-690-6903 | Complete, sign, and date your proxy card and return it in the postage-paid envelope |
The proxy statement and your proxy card provide more detailed voting instructions.
IT IS IMPORTANT THAT YOU VOTE to play a part in the future of the Company. Please carefully review the proxy materials for the 2026 Annual Meeting of Stockholders.
By Order of the Board of Directors,
Ava A. Harter
Secretary
Fremont, California
Dated: September 24, 2026
Lam Research Corporation Proxy Statement
TABLE OF CONTENTS
| Proxy Statement Summary | 1 | |||
| About Lam Research Corporation | 1 | Director Nominee Composition Highlights and Skills Matrix | 3 | |
| Fiscal Year 2026 Financial Highlights | 1 | |||
| Proposals and Voting Recommendations | 1 | Corporate Governance Highlights | 5 | |
| Summary Information Regarding Director Nominees | 2 | Executive Compensation Highlights | 6 | |
| Environmental, Social, and Governance Highlights | 7 | |||
| Stock Ownership | 9 | |||
| Security Ownership of Certain Beneficial Owners and Management | 9 | |||
| Governance Matters | 11 | |||
| Corporate Governance | 11 | Meeting Attendance | 15 | |
| Corporate Governance Policies | 11 | Board Committees | 15 | |
| Our Approach to Promoting Board Effectiveness | 11 | Board’s Role and Engagement | 17 | |
| Board Nomination Policies and Procedures | 13 | Stockholder Engagement | 20 | |
| Director Independence Policies | 14 | Culture and Human Capital Management | 23 | |
| Leadership Structure of the Board | 14 | Environmental, Social, and Governance | 24 | |
| Other Governance Practices | 15 | Director Compensation | 25 | |
| Compensation Matters | 28 | |||
| Executive Compensation and Other Information | 28 | Executive Compensation Tables | 49 | |
| Compensation Discussion and Analysis (see Table of Contents on page 28) | 28 | CEO Pay Ratio | 58 | |
| Compensation Committee Report | 48 | Pay Versus Performance | 59 | |
| Compensation Committee Interlocks and Insider Participation | 48 | Securities Authorized for Issuance under Equity Compensation Plans | 62 | |
| Audit Matters | 63 | |||
| Audit Committee Report | 63 | Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services | 65 | |
| Relationship with Independent Registered Public Accounting Firm | 64 | Certain Relationships and Related Party Transactions | 65 | |
| Annual Evaluation and Selection of Independent Registered Public Accounting Firm | 64 | |||
| Fees Billed by our Independent Registered Public Accounting Firm | 65 | |||
| Voting Proposals | 67 | |||
| Proposal No. 1: Election of Directors | 67 | Proposal No. 3: Ratification of the Appointment of our Independent Registered Public Accounting Firm for Fiscal Year 2027 | 79 | |
| 2026 Nominees for Director | 68 | Proposal No. 4: Stockholder Proposal | 80 | |
| Proposal No. 2: Advisory Vote to Approve Our Named Executive Officer Compensation | 78 | Other Voting Matters | 82 | |
| Voting and Meeting Information | 84 | |||
| Information Concerning Solicitation and Voting | 84 | Other Meeting Information | 87 | |
| Appendices · A-1 | ||||
|---|---|---|---|---|
| Appendix A — Information Regarding Non-GAAP Financial Measures · A-1 | ||||
Lam Research Corporation 2026 Proxy Statementi
This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this proxy statement are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “aim,” “annual,” “assume,” “become,” “believe,” “can,” “commit,” “continue,” “could,” “drive,” “endeavor,” “estimate,” “every year,” “expand,” “expect,” “focus,” “future,” “goal,” “grow,” “initiative,” “intend,” “likely,” “long-term,” “maintain,” “may,” “might,” “objective,” “ongoing,” “opportunity,” “over time,” “plan,” “possible,” “potential,” “preliminary,” “progress,” “regular,” “remain,” “seek,” “short-term,” “should,” “strategy,” “strive,” “target,” “transition,” “view,” “will,” “would,” or variations of these words or other similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement include, but are not limited to, statements concerning: environmental, social, and governance (“ESG”) plans, targets, and goals; corporate governance practices; director and executive compensation programs; and equity compensation utilization. These forward-looking statements are not a guarantee of future performance and involve a number of risks, uncertainties, and other factors that could cause our actual results or outcomes, or the timing of our results or outcomes, to differ materially from those expressed or implied in this proxy statement. Such risks, uncertainties, and other factors include, among others, those described in Part I, Item 1, “Business,” Part I, Item 1A, “Risk Factors,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended June 28, 2026 (“2026 Annual Report”) and other documents we file from time to time with the Securities and Exchange Commission (“SEC”), such as our quarterly reports on Form 10-Q and our current reports on Form 8-K. You should evaluate all forward-looking statements made in this proxy statement in the context of these risks, uncertainties, and other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on our current beliefs, expectations, and assumptions about future events. Except as required by law, we do not undertake any obligation to revise or update these forward-looking statements as a result of events or circumstances that occur after the date of this proxy statement or to reflect the occurrence or effect of anticipated or unanticipated events.
Website references throughout this document are inactive textual references and provided for convenience only, and the content of any website or report referred to in this proxy statement is not a part of nor incorporated by reference in this proxy statement. The Global Impact report shall not be deemed soliciting material.
ii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.