Document


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): January 31, 2019

KLA-TENCOR CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
000-09992
04-2564110
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
One Technology Drive, Milpitas, California
95035
(Address of principal executive offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code: (408) 875-3000
 
(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:
¨

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))






















Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 31, 2019, the Board of Directors (the "Board") of KLA-Tencor Corporation (the "Company") appointed Victor Peng to the Company's Board, and the Compensation Committee of the Board.  Mr. Peng is currently the President and Chief Executive Officer of Xilinx, Inc. and serves on its board of directors.  Mr. Peng has over 30 years of experience leading technology transformation, defining and bringing to market FPGAs, SoCs, GPUs, high performance microprocessors and chip sets, and microprocessor IP products. Mr. Peng will receive a prorated grant of restricted stock units for his service on the Board through the next annual meeting of stockholders and will be entitled to receive a prorated portion of the annual cash retainer paid by the Company to independent members of the Board for their service.  The text of the press release announcing his appointment is included as Exhibit 99.1 to this Current Report.
Item 8.01
Other Events.
On January 31, 2019, the Company issued a press release announcing that the Company's Board of Directors has declared a cash dividend of $0.75 per share on the Company’s common stock. Such dividend shall be payable on March 1, 2019 to the Company’s stockholders of record as of the close of business on February 15, 2019. The text of the press release is included as Exhibit 99.2 to this Current Report.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The following exhibit is filed herewith:
Exhibit No.
 
Description
 
 
99.1
 
 
 
 
99.2
 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
KLA-TENCOR CORPORATION
 
 
 
 
 
Date: February 1, 2019
 
 
 
By:
 
/s/ TERI A. LITTLE
 
 
 
 
 
Name:
 
Teri A. Little
 
 
 
 
 
Title:
 
Executive Vice President and Chief Legal Officer



Exhibit

KLA-Tencor Corporation Appoints Victor Peng to Board of Directors
February 1, 2019 at 9:00 AM EDT
MILPITAS, Calif., February 1, 2019 /PRNewswire/ -- KLA Corporation (NASDAQ: KLAC) today announced the appointment of Victor Peng to its board of directors.
Mr. Peng is President and Chief Executive Officer of Xilinx, where he also serves as a member of the Board of Directors. Peng has over 30 years of experience leading technology transformation, defining and bringing to market FPGAs, SoCs, GPUs, high performance microprocessors and chip sets, and microprocessor IP products.
"We're excited to have Victor Peng join the KLA board," commented Edward W. (Ned) Barnholt, chairman of the board of KLA Corporation. "Victor is an accomplished semiconductor industry leader who brings significant business knowledge, technical expertise, and operational experience that will be invaluable to KLA as we execute our strategies for growth and market leadership.
Peng joined Xilinx in 2008 and was named President and CEO of the company in January of 2018. Previously, he was Xilinx’s chief operating officer, with responsibility for global sales, global operations and quality, product development, and product and vertical marketing. Prior to that, he served as the Company's executive vice president and general manager of Products, a position he held since July 2014. Mr. Peng previously held executive roles at AMD, ATI, and MIPS Technologies.
Peng serves on the board of the Semiconductor Industry Association. He earned a BSEE from Rensselaer Polytechnic Institute and an M.Eng. in Electrical Engineering from Cornell University. He holds four U.S. patents.
About KLA:
KLA-Tencor Corporation (aka “KLA Corporation” or “KLA”) develops industry-leading equipment and services that enable innovation throughout the electronics industry. We provide advanced process control solutions for manufacturing wafers and reticles, integrated circuits and packaging. In close collaboration with leading customers across the globe, our expert teams of physicists, engineers, data scientists and problem-solvers design solutions that move the world forward. Additional information may be found at www.kla.com (KLAC-F).
Investor Relations: Ed Lockwood Sr. Director, Investor Relations (408) 875-9529 ed.lockwood@kla-tencor.com; Media Relations: Becky Howland, Ph.D., Sr. Director, Corporate Communications, (408) 875-9350, becky.howland@kla-tencor.com

Exhibit

Investor Relations:
Media Relations:
Ed Lockwood
Becky Howland, Ph.D.
Sr. Director, Investor Relations
Sr. Director, Corporate Communications
ed.lockwood@kla.com
becky.howland@kla.com

KLA-Tencor Declares Regular Cash Dividend
MILPITAS, Calif., Jan. 31, 2019—KLA-Tencor Corporation (NASDAQ: KLAC) announced today that its board of directors has declared a quarterly cash dividend of $0.75 per share on its common stock, payable on March 1, 2019 to KLA-Tencor stockholders of record as of the close of business on Feb. 15, 2019.
About KLA:
KLA-Tencor Corporation (aka “KLA Corporation” or “KLA”) develops industry-leading equipment and services that enable innovation throughout the electronics industry. We provide advanced process control solutions for manufacturing wafers and reticles, integrated circuits and packaging. In close collaboration with leading customers across the globe, our expert teams of physicists, engineers, data scientists and problem-solvers design solutions that move the world forward. Additional information may be found at www.kla.com (KLAC-F).