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))

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 any 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. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
KLAC
The Nasdaq Stock Market, LLC
 
 
The Nasdaq Global Select Market










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

On June 10, 2019, the Board of Directors (the "Board") of KLA-Tencor Corporation (the "Company") appointed Jeneanne Hanley to the Company's Board.  Ms. Hanley was most recently senior vice president and president, E-Systems for Lear Corporation, a global automotive technology leader in seating and electrical and electronic systems.  Prior to that role, she held leadership positions in operational roles of increasing responsibility throughout her 25-year career at Lear. Ms. Hanley will receive a prorated grant of restricted stock units for her 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 her appointment is included as Exhibit 99.1 to this Current Report.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The following exhibit is filed herewith:
Exhibit No.
 
Description
 
 
99.1
 






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: June 10, 2019
 
 
 
By:
 
/s/ TERI A. LITTLE
 
 
 
 
 
Name:
 
Teri A. Little
 
 
 
 
 
Title:
 
Executive Vice President and Chief Legal Officer



Exhibit

KLA-Tencor Corporation Appoints Jeneanne Hanley to Board of Directors
MILPITAS, Calif., June 10, 2019 /PRNewswire/ -- KLA-Tencor Corporation (NASDAQ: KLAC) today announced the appointment of Jeneanne Hanley to its board of directors.
A career automotive industry executive, Ms. Hanley was most recently senior vice president and president, E-Systems for Lear Corporation, a global automotive technology leader in seating and electrical and electronic systems. In this role, Ms. Hanley was general manager of the Electronics, Electrical Distribution, and Terminal and Connectors business for Lear, with financial responsibility for over $5B in revenue, fifty manufacturing facilities, and 70,000+ team members globally. Prior to that role, she held leadership positions in operational positions of increasing responsibility throughout her 25-year career at Lear.
"We're excited to have Jeneanne Hanley join the KLA board," commented Edward W. (Ned) Barnholt, chairman of the board of KLA. "Jeneanne is an accomplished automotive industry executive who brings significant experience pairing business strategy with organizational strategy in a complex global industry,” continued Mr. Barnholt. “We look forward to her contributions to the board.”
Rick Wallace, President, CEO, and member of the board of directors of KLA, added: “With our recently announced new R&D facility in Ann Arbor Michigan, KLA is focused on developing innovative solutions for a broad spectrum of exciting new semiconductor and electronics applications, including in the automotive electronics industry. We have been working in close cooperation with global partners as well as local academia and partners in Michigan.” “Jeneanne’s automotive industry expertise and professional network globally and in Michigan will be invaluable to the Company as we pursue our vision to create impactful technologies that will ultimately enrich the human experience.”
Ms. Hanley serves on the Board of Directors of Inforum, the leading professional women’s alliance in Michigan, in addition to the board of governors of the Cranbrook Institute of Science. She was recognized by the Automotive News as one of the 'Top 100 Women in the Auto Industry’ in 2010 and 2015, as well as one of the ‘100 Most Influential Women in Michigan’ in 2016 by Crain’s Detroit Business. Ms. Hanley earned a BS in Mechanical Engineering and MBA from the University of Michigan.

About KLA:
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