Good afternoon. I am Abhi Talwalkar, Chair of the Board of Directors of Lam Research Corporation. It is my pleasure to welcome you to the 2026 Annual Meeting of Stockholders. The purpose of this meeting is to vote on the four items identified in the notice of 2026 Annual Meeting and our 2026 proxy statement. Since our last business update was on October 21, 2026, during our earnings release call, we will not be providing a business update at this meeting.
As chair, I now call the 2026 Annual Meeting to order. I am joined by the following other members of the Board of Directors: Tim Archer, our President and Chief Executive Officer, Eric Brandt, Ita Brennan, Anirudh Devgan, John Dineen, Mark Fields, H.K. Kang, Bethany Mayer, and Jyoti Mehra. I would like to also introduce the members of management who are present along with Tim Archer.
They include Doug Bettinger, our Executive Vice President and Chief Financial Officer, Ava Harter, 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 Corporate Vice President of Corporate Analytics and Investor Relations. In addition, we are joined by representatives of KPMG LLP, our independent auditor.
Hans Reegels from our legal department has been appointed inspector of election. Pursuant to the bylaws, the annual meeting will be conducted in accordance with the agenda and rules of procedure, which are available on the virtual meeting website. 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 website. Questions or comments from stockholders during the meeting should pertain to the proposals being considered.
We intend to address any germane comments or questions that comply with the rules of procedure after all proposals have been presented. After the formal business of the meeting has concluded, the meeting will be adjourned, and we will provide stockholders an opportunity 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 recording device.
Our board of directors set September 4, 2026, as the record date for this meeting. Only stockholders of record on that date or their proxy holders are entitled to vote at this meeting. Broadridge Financial Solutions has certified that the proxy materials were made available to stockholders of record commencing on September 24, 2026, establishing that notice of this meeting was given. Will the secretary please now report on the existence of a quorum?
I have been informed by the inspector of election that at least a majority of the shares of the company's common stock outstanding and entitled to vote at this meeting are represented either virtually or by proxy. Therefore, a quorum is present.
Thank you, Ava. Accordingly, I declare that this meeting is properly constituted and convened. It is now 9:33 A.M. on November 3rd, 2026, 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 who 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 the following proposals. The first proposal is for the election of 10 Directors. The second proposal is an advisory vote to approve the compensation of our named executive officers, or say on pay.
The third proposal is for the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2027. The fourth 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.
Hello, this is John Chevedden, proposal four, attainable shareholder right to call for a special shareholder meeting. Shareholders ask our Board of Directors to take the steps necessary to amend the governing documents to give the owners a combined 10% of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy-to-convene online shareholder meeting.
This proposal four deserves shareholder votes, especially after the unsupported Lam Research statement next to this proposal. Proposal four is only 250 words, but yet Lam Research totally fails to rebut any part of it, in spite of Lam Research's 2,000 words that follow proposal four. Lam Research had three months to think up a genuine rebuttal to proposal four and failed to do so. The following words are keywords in proposal four.
The current Lam Research special meeting rule has two factors, each of which acting alone make a shareholder call for a special shareholder meeting unattainable. First, require 20% of shares to support a shareholder call for a special shareholder meeting instead of the 10% figure. Second, disqualifying a substantial block of Lam Research shares from being part of the 20% group.
Shareholders of more than 100 companies have voted on special shareholder meeting proposals, and not one of the 100 companies have cited even one example of a special shareholder meeting called for by shareholders ever actually taking place at a company that had just one of the above two requirements.
In order to rebut these words, one would think that Lam Research might use artificial intelligence to come up with at least one example of a company actually conducting a special shareholder meeting called for by shareholders that had the Lam Research hurdles to call for a special shareholder meeting in their bylaws.
Lam Research failed to do so. Lam Research still makes the empty claim that it has a meaningful right, the likes of which has apparently never resulted in a special shareholder meeting ever being conducted by any company. Thank you to the shareholders who have already voted for this proposal.
Thank you. The board of directors recommends a vote against this proposal for the reasons set forth on page 80 through 82 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 will 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. It is 9:38 A.M., and the polls are now 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 have been informed by the inspector of election that based on the preliminary voting tabulation, all 10 nominees identified in the proposal number one have been elected as Directors. The advisory vote on say on pay was approved. The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2027 was ratified, and the stockholder proposal was not approved. We expect to report the results of the voting on 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 Q&A session. Please submit any questions in the space provided on the virtual meeting website. 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 website. 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 that a question regarding leading-edge transition has been submitted. I will now ask Tim Archer, our President and CEO, to address that.
Sure, Richard. The question pertains to leading-edge transitions related to gate-all-around and the implementation of EUV or high-NA EUV. I think it's an important point we've highlighted a few times, that these types of leading-edge transitions are extremely etch and deposition intensive, which makes them very, very well-suited towards Lam's product portfolio. They are driving significant demand for our equipment.
The second part of the question pertains to persistent global supply chains issues, which we have actually announced on our last call that supply chain is a constraint to how fast the industry's growing. But we are working around those issues, and we see not only gate-all-around and high-NA EUV, but also transitions like backside power and also advanced packaging being significant long-term drivers of this company.
Thank you, Tim. I also see a question related to customer fab utilization has been submitted. I will repeat the question. What is management's current outlook on customer fab utilization rates and capital expenditure cycles heading into fiscal 2027? I will ask again Tim to respond to that question.
Sure. We have commented that we see fab utilization rates being very high, and in fact, one of the constraints on overall industry growth in this year was the availability of clean room space to take more equipment in order to manufacture more chips. We do see that easing slightly as we move into 2027, as we reported that we believe 10 tier-one fabs will be opening and available to take equipment in 2027.
Our outlook that we highlighted on our last call for next year was industry-wide spending, known as wafer fabrication equipment spending, WFE, would be more than $200 billion in 2027, which represents approximately a 30% increase over this year. We add on top of that the fact that Lam's markets, our opportunity is growing faster than the overall industry, and believe that 2027 looks to be another strong growth year for the company.
Thank you, Tim. I see no further questions. With that, we will conclude the Q&A period. Thank you for your interest in Lam Research and for attending today's meeting. Thank you. That concludes our meeting today. You may now disconnect.