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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
 Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 23, 2023
  LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware   0-12933   94-2634797
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification Number)
4650 Cushing Parkway
Fremont, California 94538
(Address of principal executive offices including zip code)
(510) 572-0200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, Par Value $0.001 Per Share LRCX The Nasdaq Stock Market
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company      ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                      ☐

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Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01.    Financial Statements and Exhibits
SIGNATURES
EX-99.1

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Election of Directors
On August 23, 2023, the Board of Directors (the “Board”) of Lam Research Corporation (the “Company”), pursuant to applicable provisions of the Company’s Amended and Restated Bylaws, appointed John M. Dineen, age 60, as director of the Company, effective August 24, 2023. Mr. Dineen’s appointment increased the size of the board to eleven members. Mr. Dineen will join the Audit Committee of the Board, effective November 7, 2023.
Mr. Dineen served as an Operating Advisor at Clayton, Dubilier & Rice LLC, a private equity investment firm, from January 2015 to December 2022. Previously, he served in various senior leadership roles at General Electric Company (GE), a global digital industrial company, from 1986 to 2014, where he managed several key business divisions of GE. Most recently, from 2008 to 2014, he was president and chief executive officer of London-based GE Healthcare, a leading provider of medical imaging, diagnostics, and other health information technology. Before that, he served as president and chief executive officer of GE Transportation from 2005 to 2008. In addition, he served in several international management roles in Asia and Europe during his time at GE.
Mr. Dineen has served as a member of the boards of directors of: Cognizant Technology Solutions Corporation, a professional services company, since April 2017, where he is the chair of the finance and strategy committee and a member of the audit committee and has served as a member of the nominating, governance, and public affairs committee; Syneos Health, Inc., a fully integrated biopharmaceutical solutions company, from December 2018, where he serves as the chair of the board; Carestream Dental LLC, a privately-held provider of digital imaging, software, and practice management solutions for dental practitioners, where he has served as the chair of the board since April 2017; and Healogics, Inc., a privately-held provider of advanced wound care, since June 2015.
Mr. Dineen previously served on the boards of directors of: Merrimack Pharmaceuticals, Inc., a pharmaceutical company specializing in the development of drugs for the treatment of cancer, from June 2015 to October 2019, where he served as the chair of the organization and compensation committee; and Torque Therapeutics, Inc., a privately-held developer of immunotherapies to address cancers, that was since combined with Cogen Immune Medicine and renamed Repertoire Immune Medicines, from January 2016 to December 2019.
Mr. Dineen earned a B.S. degree in computer science and biological sciences from the University of Vermont.
There are no arrangements or understandings between Mr. Dineen and any other persons pursuant to which Mr. Dineen was named director of the Company. Mr. Dineen does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Dineen does not have a direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.
Mr. Dineen will receive compensation for his service as a director consistent with the Company’s current policies for compensation of non-employee directors.
In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Mr. Dineen, which will require the Company to indemnify him against certain liabilities that may arise as a result of his status or service as a director. The description of the indemnification agreement with Mr. Dineen is qualified in its entirety by the full text of the form of indemnification agreement, which is attached to the Company’s Quarterly Report on Form 10-Q dated April 24, 2017 as Exhibit 10.1.
On August 24, 2023, the Company issued a press release announcing Mr. Dineen’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 24, 2023
LAM RESEARCH CORPORATION
(Registrant)
By: /s/ Ava M. Hahn
  Ava M. Hahn
  Senior Vice President, Chief Legal Officer
 
 


EX-99.1 2 lrcx_exx991xpraugust2023.htm EX-99.1 Document
Exhibit 99.1
imagea.jpg
FOR IMMEDIATE RELEASE

Lam Research Appoints General Electric Alum John M. Dineen to Board of Directors
FREMONT, Calif., August 24, 2023 – Lam Research Corp. (NASDAQ: LRCX) today announced that John M. Dineen has joined its board of directors, effective August 24, 2023. Dineen brings to Lam extensive experience in technology, operations, and international business management, including previously serving in multiple executive leadership roles at General Electric Company (GE).

During his three-decade career at GE, Dineen was responsible for a broad range of business lines and tens of thousands of employees across the global company. Most recently, Dineen served as President and Chief Executive Officer of GE Healthcare, where he oversaw the development and sale of cutting-edge healthcare technology products and advanced engineering. Prior to that, he was President and Chief Executive Officer of GE Transportation where he was responsible for highly complex supply chains around the world. Previously, he held several global and regional management positions, with oversight of GE Plastics, GE Power Delivery, GE Microwave Ovens and Air Conditioning, and other business areas of strategic importance to the company.

Following his retirement from GE in 2014, Dineen has continued to remain active in business strategy. He served as an Operating Advisor at the private equity investment firm Clayton, Dubilier and Rice from 2015 to 2022. Dineen is currently on the Board of Directors for several leading companies, including Syneos Health, Inc.; Cognizant Technology Solutions Corporation; Healogics, Inc; and Carestream Dental LLC. In addition, Dineen serves on the board of trustees for the University of Vermont, where he received bachelor’s degrees in biology and computer science.

“We are proud to welcome John Dineen to our board,” said Abhijit Talwalkar, chairman of the board at Lam Research. “John brings to Lam exceptional global business acumen and broad leadership experience in the industrial technology industry, ranging from advising on multiple boards to overseeing several key business divisions of General Electric. His contributions to our board will be incredibly valuable as Lam continues to enable breakthroughs in the semiconductor industry.”

About Lam Research Lam Research Corporation (NASDAQ: LRCX) is a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry. Lam’s equipment and services allow customers to build smaller and better performing devices. In fact, today, nearly every advanced chip is built with Lam technology. We combine superior systems engineering, technology leadership, and a strong values-based culture, with an unwavering commitment to our customers. Lam Research is a FORTUNE 500® company headquartered in Fremont, California, with operations around the globe. Learn more at www.lamresearch.com. Caution Regarding Forward-Looking Statements Statements made in this press release that are not of historical fact are forward-looking statements and are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, but are not limited to: anticipated benefits to Lam from this appointment; and our enablement of breakthroughs in the semiconductor industry.


Some factors that may affect these forward-looking statements include: trade regulations, export controls, trade disputes, and other geopolitical tensions may inhibit our ability to sell our products; business, political and/or regulatory conditions in the consumer electronics industry, the semiconductor industry and the overall economy may deteriorate or change; the actions of our customers and competitors may be inconsistent with our expectations; supply chain cost increases and other inflationary pressures have impacted and are expected to continue to impact our profitability; supply chain disruptions have limited and are expected to continue to limit our ability to meet demand for our products; and natural and human-caused disasters, disease outbreaks, war, terrorism, political or governmental unrest or instability, or other events beyond our control may impact our operations and revenue in affected areas; as well as the other risks and uncertainties that are described in the documents filed or furnished by us with the Securities and Exchange Commission, including specifically the Risk Factors described in our annual report on Form 10–K for the fiscal year ended June 25, 2023. These uncertainties and changes could materially affect the forward-looking statements and cause actual results to vary from expectations in a material way. The Company undertakes no obligation to update the information or statements made in this release.

# # #
Company Contacts

Laura Bakken
Public Relations
(510) 972-5029
publicrelations@lamresearch.com

Ram Ganesh
Investor Relations
(510) 572-1615
investor.relations@lamresearch.com