LAM RESEARCH CORP
For the period ended Nov 4, 2025. Filed Sep 24, 2025.
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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 4, 2025 · Filed Sep 24, 2025
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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
Filed by the Registrant ☒
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))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §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 the appropriate box):
☒ 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, 2025
Dear Lam Research Stockholders,
We cordially invite you to attend the Lam Research Corporation 2025 Annual Meeting of Stockholders. The annual meeting will be held on Tuesday, November 4, 2025, 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/LRCX2025 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 eleven nominees named in the attached 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 (“Say on Pay”); |
| (3) | approve the adoption of the Lam 2025 Stock Incentive Plan; |
| (4) | ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2026; |
| (5) | approve an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law; and |
| (6) | vote on the stockholder proposal described in this 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 each of proposals 2, 3, 4 and 5. In addition, stockholders will also be asked to consider proposal No. 6, if presented properly, which is a stockholder proposal, and which the Board of Directors recommends that 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 detailed information about the annual meeting, each director nominee, and each of the proposals, as well as voting instructions. 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 2025 Annual Meeting of Stockholders
4650 Cushing Parkway
Fremont, California
Telephone: 510-572-0200
Meeting Information
| Category | Details |
| Date and Time | Tuesday, November 4, 2025 9:30 a.m. Pacific Time |
| Place | Via the Internet at virtualshareholdermeeting.com/LRCX2025 |
| Record Date | Only stockholders of record at the close of business on September 5, 2025, the “Record Date,” are entitled to notice of, and to vote at, the annual meeting. |
Proxy and Annual Report Materials
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 4, 2025
Our notice of 2025 Annual Meeting of Stockholders, proxy statement, and annual report to stockholders are available on the Lam Research website atinvestor.lamresearch.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 and annual report materials electronically.
If you are a registered stockholder, please visit enroll.icsdelivery.com/lrcx for simple instructions.
If you are a stockholder who owns stock through a broker or brokerage account, please opt for e-delivery at enroll.icsdelivery.com/lrcx or by contacting your nominee.
Date of Distribution
This notice, proxy statement and proxy card are first being made available and/or mailed to our stockholders on or about September 24, 2025.
Items of Business
| # | Proposal | Our Board’s Recommendation |
|---|---|---|
| 1. | Election of 11 directors to serve until the next annual meeting of stockholders, and until their respective successors are elected and qualified | FOR each Director Nominee |
| 2. | Advisory vote to approve our named executive officer compensation | FOR |
| 3. | Approval of the adoption of the Lam 2025 Stock Incentive Plan | FOR |
| 4. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2026 | FOR |
| 5. | Approval of an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law | FOR |
| 6. | Stockholder proposal, if properly presented at the meeting | 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:
| By internet | By phone | By mail |
|---|
The proxy statement and the accompanying proxy card provide 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 2025 Annual Meeting of Stockholders.
By Order of the Board of Directors,
Ava A. Harter
Secretary
Lam Research Corporation
Proxy Statement for 2025 Annual Meeting of Stockholders
TABLE OF CONTENTS
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