I am Abhi Talwalkar , Chair of the Board of Directors of Lam Research Corporation. It is my pleasure to welcome you to the 2025 Annual Meeting of Stockholders. The purpose of this meeting is to vote on six items identified in our 2025 Proxy Statement. Since our last business update was on October 22, 2025, during our earnings release call, we will not be providing a business update at this meeting. As Chair, I now call the 2025 Annual Meeting to order. I am joined by all of the other nominees for election to the Board of Directors. They are Sahel Ahmed, Tim Archer, who is also our President and Chief Executive Officer, Eric Brandt, Ita Brennan, Mike Cannon, John Denene, Mark Fields, H.K. Kang, Bethany Mayer, and Jothy Mara. I would like to also introduce additional members of management who are present, along with Tim Archer.
They include Doug Bettinger, our Executive Vice President and Chief Financial Officer; Ava Hahn, our Senior Vice President, Chief Legal Officer, and Corporate Secretary, who will serve as Secretary of this meeting; Mary Hassett, our Senior Vice President and Chief Human Resources Officer; and Ram Ganesh, our Vice President of Investor Relations. In addition, we are joined by Chris Gentle and Josh Braggins, representatives of KPMG LLP, our independent auditor. Hans Regels from our legal department has been appointed Inspector of Election. Pursuant to the bylaws, I have established rules of procedure for this annual meeting. These procedures, as well as the agenda for this annual meeting, are available on the virtual meeting page. Stockholders who are interested in asking a question or making a comment may do so by submitting it in the space provided on the virtual meeting page.
Questions or comments from stockholders during the meeting should pertain to the proposals being considered. We will address any germane comments or questions that comply with the rules of procedure after all proposals have been presented. After the formal meeting has been adjourned, we will provide an opportunity for stockholders to ask other appropriate general questions germane to the company. Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. The record date for voting at this meeting was September 5, 2025. A list of stockholders as of the record date is available for your review on the virtual meeting page. The Secretary has provided me with an affidavit from Broadridge Financial Solutions establishing that notice of this meeting was given. Will the Secretary please now report on the existence of a quorum?
As of the record date, there are 1,261,032,300 shares of common stock outstanding and entitled to vote. I have been informed by the Inspector of Election that based on the proxy submitted prior to today's meeting, there are 1,088,847,028 shares of stock represented by proxy, or approximately 86.3% of all the shares entitled to vote. Therefore, a quorum is present.
Thank you, Ava. It is now 9:33 A.M. on November 4, 2025, and the polls are now open. They will remain open until I announce that the polls are closed. No votes will be accepted after the polls are closed. Any stockholder who has not yet voted or wishes to change their vote may do so via the virtual meeting website. Stockholders who have sent in proxies or voted in advance of the meeting and who do not want to change their vote do not need to take further action. The official business to be conducted at this meeting consists of six proposals. The first proposal is for the election of 11 directors. The second proposal is an advisory vote to approve the compensation of our named executive officers. The third proposal is for the approval of the adoption of Lam 2025 Stock Incentive Plan.
The fourth proposal is for the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2026. The fifth proposal is for the approval of an amendment to the company's restated certificate of incorporation to limit the liability of certain officers as permitted by a Delaware law, and the sixth proposal is a stockholder proposal if properly presented at the meeting. I will now ask the Secretary to address the presentation of the stockholder proposal.
As Abhi noted, the company received one stockholder proposal. The proponent, John Chevedden, is in attendance to present the proposal. Pursuant to the rules of procedure, Mr. Chevedden will have three minutes to present the proposal. The company now gives Mr. Chevedden the floor to present the proposal. Mr. Chevedden.
Hello, this is John Chevedden. Proposal six, realistic shareholder ability to call for a special shareholder meeting. This asks the board of directors to take the steps necessary to amend the governing documents to give the owners of a combined 10% of the outstanding common stock the power to call a special shareholder meeting. This proposal is already somewhat successful. Because after this proposal was submitted, Lam Research adopted a limited shareholder right to call for a special shareholder meeting at the higher 20% stock ownership requirement. A major restriction was then baked into the higher 20% figure to exclude all Lam Research shares not already held for one year from this important shareholder right. This exclusion is particularly damaging because shares owned for less than one year are the shares most likely to call for a special shareholder meeting on an important business matter.
The best strategies for turning around a company do not necessarily come from a company's existing shareholders. If Lam Research finds itself in a future slump, shareholders and potential shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting if they have to sit on the shares for one year to call for a special shareholder meeting. A one-year holding period makes no sense. A slumping stock price demands a quick response before the window of opportunity passes. If one shareholder or a group of shareholders can quickly acquire more shares to call for a special shareholder meeting, this is an incentive for Lam Research directors to avoid a slump in the first place since the continued service of certain Lam Research directors could be terminated by a special shareholder meeting.
This is a good incentive for Lam Research directors to have for the benefit of all shareholders. There's no concern that a 10% figure to call for a special shareholder meeting is too easy. It is almost unheard of for any special shareholder meeting called for by shareholders to ever occur at any company, even though a significant number of companies have the 10% figure. The reason to have this right is that with this right in place, companies are more likely to engage productively with their shareholders because shareholders have an alternative ability to call for a special shareholder meeting. Please vote yes, realistic shareholder ability to call for a special shareholder meeting proposal six.
Thank you, Mr. Chevedden. The Board of Directors recommends a vote against this proposal for the reasons set forth on pages 97 through 99 of the company's Proxy Statement.
Thank you, Ava. Are there any questions or comments on the proposals?
Abhi, no comments or questions related to the proposals have been submitted.
As there are no comments or questions, we'll proceed to close the polls and tally the votes. The polls are about to close, so if you have not voted yet, please do so now. It is 9:38 A.M., and the polls are closed. Will the Inspector of Election please tally the votes, and will the Secretary please report the preliminary results of the voting?
Mr. Chair, I've been informed by the Inspector of Election that based on the preliminary voting tabulation, all 11 nominees identified in the proposal number one have been elected as directors. The advisory vote on say on pay was approved. The Lam 2025 Stock Incentive Plan has been adopted. The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2026 was ratified. The amendment to the company's restated certificate of incorporation was approved, and the stockholder proposal was not approved. We expect to report the results of the voting on a Form 8-K to be filed with the Securities and Exchange Commission within four business days.
Thank you, Ava. This concludes the formal business of the meeting, and the meeting is now adjourned.
We will now have a brief question- and- answer period. Please submit any questions in the space provided on the virtual meeting page. Please note that we will attempt to answer as many questions as time allows, but only questions that are germane to the company and otherwise comply with the rules of procedure will be addressed. Any germane questions that we do not get to today will be addressed on our Investor Relations webpage. Today's Q&A may include forward-looking statements that are subject to risks and uncertainties reflected in the risk factors disclosed in our SEC public filings. Please see the accompanying slide for additional information. I see a question regarding our foreign, Lam's exposure to foreign sales has been submitted. Just to take the initial response to that, we do have customers outside of the U.S. that are the largest for us.
I will transfer to Tim for any additional comments on this.
No, I think that, as we showed earlier this year at our Investor Day, we anticipate the strong demand for semiconductors to continue to drive global growth in manufacturing, and so at this point, we see demand increases across every region, I think, as we look in the timeframe of 2030 and beyond, and so while this will fluctuate year to year, we do expect our business to be quite global in nature.
Thank you, Tim. I see another question related to Lam's biggest growth drivers has been submitted. Tim, you want to take that too?
Sure. Lam has a very exciting growth opportunity ahead of us. Again, at our Investor Day in February, we laid out the critical technical changes that are taking place in semiconductor manufacturing that play extremely well into Lam's product portfolio. Lam specializes in deposition and etch technology primarily, and as our leading-edge customers move towards more challenging, more critical devices with smaller features, they're also scaling vertically, and they're doing this both at the transistor level, but also in what is now known as advanced packaging. Each of these technologies at the leading edge require more deposition and etch intensity, meaning more equipment per chip being manufactured, and so in the long run, Lam's growth is really going to be driven by continued vertical scaling and growth in etch and deposition intensity, again, that plays very well to our product portfolio.
Thank you, Tim. It appears that there are no other questions submitted. With that, we will conclude the question and answer period. Thank you for your interest in Lam Research and for attending today's meeting.
The meeting has now concluded. Thank you for joining, and have a pleasant day.