KLA Corporation (KLAC) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of KLA Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to MaryBeth Wilkinson, Executive Vice President; Chief Legal Officer and Secretary of KLA. Ms. Wilkinson, the floor is yours.

Thank you, Nova. Good day, everyone. The 2020 Annual Meeting of Stockholders of KLA Corporation will please come to order. This is MaryBeth Wilkinson, and I will serve as the chair for this meeting. I'd like to welcome you. Thank you for attending and call your attention to the guidelines of conduct for this meeting available to each stockholder in the lower left portion of the virtual meeting website. I'd like to begin with an overview of the agenda. First, we will conduct the formal business of the meeting, which includes acting on the 4 proposals described in our proxy statement. Any stockholder who hasn't yet voted or wishes to change their vote may do so during this meeting. If you have already voted by sending in your proxy card or by voting by telephone or the Internet, there is no need for you to vote again. If you plan to vote at this meeting after the proposals are presented, please click on the Messages icon on the virtual meeting site now and send the message, yes. If we receive an indication that stockholders plan to vote after the proposals are presented, we will allow time for that. At the conclusion of the voting and business portion of the meeting, members of the management team will be available to answer appropriate questions submitted through the virtual meeting platform. You may submit a question by clicking on the Message icon on the virtual meeting site. The guidelines of conduct limit each stockholder to 1 question, please. Please note that this meeting is being recorded, and a webcast will be available after the annual meeting. No one attending via the webcast is permitted to use any audio or video recording device. Present at the virtual meeting today are 11 of the 11 members of the Board who are standing for [ election ] with Steve McCann from PricewaterhouseCoopers LLP, the company's independent registered public accounting firm. Certain other officers and employees of the company are present as is Lisa Stimmell from the law firm of Wilson Sonsini, who will serve as the Inspector of Elections for this meeting. We'll now move to the formal portion of the meeting. Notice of this meeting, the company's proxy materials and 2020 annual report were made available electronically and mailed on September 23, 2020, to all of the company's stockholders of record at the close of business on September 16, 2020, the record date determined by the Board of Directors for stockholders entitled to receive notice of and to vote at this meeting. As of September 16, 2020, there were approximately 155 million shares of the company's common stock outstanding and entitled to vote. Based on the preliminary tabulation by our transfer agent, we have determined that at least 140 million or approximately 90% of these shares are present at this meeting or represented by proxy. Therefore, a quorum is present and this meeting is duly convened. Lisa Stimmell of Wilson Sonsini has been appointed to serve as the Inspector of Election at this meeting, as I mentioned, with authority and instructions to receive, examine and tabulate the proxies and ballots and to issue a report on the voting results. The oath of the inspector of election will be filed with the records of the meeting. The first item of business at this meeting is to vote on the election of directors. Upon recommendation of the Nominating and Governance Committee, the Board of Directors has nominated 11 incumbent directors for reelection at this meeting. Edward Barnholt; Robert Calderoni; Jeneanne Hanley, Emiko Higashi, Kevin Kennedy, Gary Moore, Marie Myers, Kiran Patel, Victor Peng, Robert Rango and Richard Wallace, each to serve for a 1-year term until his or her successor is duly elected and qualified. The second item of business at this meeting is to vote on the ratification of the appointment of PricewaterhouseCoopers, or PwC, as the company's independent registered public accounting firm for the fiscal year ending June 30, 2021. The third item of business at this meeting is to hold a vote to approve the company's named executive officer compensation on a nonbinding advisory basis. This vote, commonly referred to as Say on Pay, vote enables the company's stockholders to vote to approve the compensation of the company's named executive officers as disclosed in the company's proxy statement. The fourth item of business at this meeting is to hold a vote on a stockholder proposal regarding proxy access. This proposal has been submitted by the California Public Employees Retirement System, also known as CalPERS. And a representative from CalPERS is present at this meeting, Todd Mattley from CalPERS, now has 3 minutes to present his statement and support of their proposal. Could we please unmute Mr. Mattley's line.

Your line is open.

Good afternoon. My name is Todd Mattley with the California Public Employee Retirement System, and I'm here today to formally introduce share in proposal #4 on proxy access. CalPERS is a long-term owner who believes that proxy access is a fundamental shareowner right and provides for accountability in the boardroom. So we request that shareowners vote and support of this resolution. At the end of the resolution, I formally request that preliminary votes counts be issued, if at all possible. Thanks again. And CalPERS stands ready to engage on this issue as we did. Thank you very much.

Thank you, Mr. Mattley. Since there are no other matters to be placed before the meeting, we can now proceed to voting. If you have already voted by sending in your proxy card or by voting by telephone or the Internet, there is no need for you to vote again. If you have not voted or you wish to change your vote, you may now do so by selecting the Cast Your Vote link on the virtual meeting page. Please remember that only those stockholders who own stock as of the close of business on September 16, 2020, are entitled to vote. It is 12:07 p.m. Pacific Standard Time and the polls are formally open for voting on each of the proposals submitted to stockholders. If you intend to vote, please click on the Messages icon in the virtual meeting site now and send the message, yes. We will give stockholders a few moments to register whether they need to vote now. Do we have any stockholders who need to vote, Mr. Kessel?