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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

LRCX$200.44+8.2%Stored close · as of Nov 6, 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 Registrantx
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))
xDefinitive 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):

xNo 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

CategoryDetails
Date and TimeTuesday, November 3, 2026 9:30 a.m. Pacific Time
PlaceVia the Internet at virtualshareholdermeeting.com/LRCX2026
Record DateOnly 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

#ProposalOur 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 qualifiedþFOR each Director Nominee
2.Advisory vote to approve our named executive officer compensationþFOR
3.Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2027þFOR
4.Stockholder proposal, if properly presented at the annual meetingxAGAINST
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 internetBy phoneBy mail
www.proxyvote.com1-800-690-6903Complete, 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 Summary1
About Lam Research Corporation1Director Nominee Composition Highlights and Skills Matrix3
Fiscal Year 2026 Financial Highlights1
Proposals and Voting Recommendations1Corporate Governance Highlights5
Summary Information Regarding Director Nominees2Executive Compensation Highlights6
Environmental, Social, and Governance Highlights7
Stock Ownership9
Security Ownership of Certain Beneficial Owners and Management9
Governance Matters11
Corporate Governance11Meeting Attendance15
Corporate Governance Policies11Board Committees15
Our Approach to Promoting Board Effectiveness11Board’s Role and Engagement17
Board Nomination Policies and Procedures13Stockholder Engagement20
Director Independence Policies14Culture and Human Capital Management23
Leadership Structure of the Board14Environmental, Social, and Governance24
Other Governance Practices15Director Compensation25
Compensation Matters28
Executive Compensation and Other Information28Executive Compensation Tables49
Compensation Discussion and Analysis (see Table of Contents on page 28)28CEO Pay Ratio58
Compensation Committee Report48Pay Versus Performance59
Compensation Committee Interlocks and Insider Participation48Securities Authorized for Issuance under Equity Compensation Plans62
Audit Matters63
Audit Committee Report63Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services65
Relationship with Independent Registered Public Accounting Firm64Certain Relationships and Related Party Transactions65
Annual Evaluation and Selection of Independent Registered Public Accounting Firm64
Fees Billed by our Independent Registered Public Accounting Firm65
Voting Proposals67
Proposal No. 1: Election of Directors67Proposal No. 3: Ratification of the Appointment of our Independent Registered Public Accounting Firm for Fiscal Year 202779
2026 Nominees for Director68Proposal No. 4: Stockholder Proposal80
Proposal No. 2: Advisory Vote to Approve Our Named Executive Officer Compensation78Other Voting Matters82
Voting and Meeting Information84
Information Concerning Solicitation and Voting84Other Meeting Information87
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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.