What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-08-29 compared with 2023-08-15 · 50 added, 20 removed, 172 unchanged (29% of the section changed)

1 unchanged sentence

Design of Disclosure Controls and Procedures and Internal Control over Financial Reporting

We maintain disclosure controls and procedures and internal control over final reporting that are designed to comply with Rule 13a-15 of the Exchange Act.

We maintain disclosure controls and procedures and internal control over financial reporting that are designed to comply with Rule 13a-15 of the Exchange Act.

In designing and evaluating the controls and procedures associated with each, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and that the effectiveness of controls cannot be absolute because the cost to design and implement a control to identify errors or mitigate the risk of errors occurring should not outweigh the potential loss caused by the errors that would likely be detected by the control.

2 unchanged sentences

Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 25, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e).

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer each concluded that our disclosure controls and procedures are effective, as of June 25, 2023, at the reasonable assurance level.

As required by Exchange Act Rule 13a-15(b), as of June 30, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e).

Based upon that evaluation, our Chief Executive Officer, along with our Chief Financial Officer, concluded that our disclosure controls and procedures are effective, as of June 30, 2024, at the reasonable assurance level.

We intend to review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis and to correct any material deficiencies that we may discover.

6 unchanged sentences

Based on that evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of June 30, 2024, at providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Ernst & Young LLP, an independent registered public accounting firm, audited the financial statements included in this 2023 Form 10-K and has issued an attestation report on the Company’s internal control over financial reporting, as stated in their report, which is included in Part II, Item 8 of this 2023 Form 10-K.

Ernst & Young LLP, an independent registered public accounting firm, independently assessed the effectiveness of the Company’s internal control over financial reporting, as stated in their attestation report, which is included in Part II, Item 8 of this 2024 Form 10-K.

Effectiveness of Controls

1 unchanged sentence

Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the Company’s fiscal quarter ended June 30, 2024, except for the following arrangements, none of the Company’s directors or officers adopted , modified, or terminated a trading arrangement for the purchase or sale of the Company’s common stock that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 Trading Arrangement”) or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K):

• On May 29, 2024 , Seshasayee (Sesha) Varadarajan , Senior Vice President , Global Products Group of the Company, adopted a Rule 10b5-1 Trading Arrangement.

Varadarajan’s Rule 10b5-1 Trading Arrangement provides for:

(i) the potential exercise of 3,576 stock options expiring on March 1, 2025, and the associated sale of up to 3,576 shares of the Company’s common stock resulting from such exercise, (ii) the potential exercise of 7,432 stock options expiring on March 1, 2026, and the associated sale of up to 7,432 shares of the Company’s common stock resulting from such exercise, and (iii) a gift of shares totaling approximately $150,000 on the date of execution.

Varadarajan’s Rule 10b5-1 Trading Arrangement has a termination date of May 30, 2025 .

Lam Research Corporation 2024 10-K 72

Table of Content

The Rule 10b5-1 Trading Arrangement contains pricing conditions that preclude or limit the sale of shares below predetermined minimum prices.

The Rule 10b5-1 Trading Arrangement will terminate on the earlier of:

(a) its respective termination date indicated above;

(b) execution of all trades or expiration of all the orders relating to such trades under the Rule 10b5-1 Trading Arrangement;

or (c) such date as the Rule 10b5-1 Trading Arrangement is otherwise terminated according to its terms.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Lam Research Corporation 2024 10-K 73

Table of Content

We have omitted from this 2024 Form 10-K certain information required by Part III because we, as the Registrant, will file a definitive proxy statement with the SEC within 120 days after the end of our fiscal year, pursuant to Regulation 14A, as promulgated by the SEC, for our Annual Meeting of Stockholders expected to be held on or about November 5, 2024, (the “Proxy Statement”), and certain information included in the Proxy Statement is incorporated into this report by reference.

17 unchanged sentences

Lam Research Corporation 2024 10-K 74

Table of Content

Exhibit and Financial Statement Schedules

12 unchanged sentences

Lam Research Corporation 2024 10-K 75

Table of Content

LAM RESEARCH CORPORATION

4 unchanged sentences

3.1 Restated Certificate of Incorporation of the Registrant, (including Certificate and Designation, Preferences and Rights of Series A Junior Participating Preferred Stock), dated November 22, 2016 which is incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on January 30, 2017 (SEC File No.

3.2 Bylaws of the Registrant, as amended and restated, dated May 11, 2022 which is incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 11, 2022 (SEC File No.

3.2 Bylaws of the Registrant, as amended and restated, dated November 8, 2023 which is incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 9, 2023 (SEC File No.

4.1 Indenture (including Form of Notes), dated as of February 13, 2015, between Registrant and The Bank of New York Mellon Trust Company, N.A.

27 unchanged sentences

Lam Research Corporation 2024 10-K 76

Table of Content

Exhibit Description

14 unchanged sentences

Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 28, 2020 (SEC File No.

10.26* Executive Severance Policy which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 28, 2020 (SEC File No.

10.27* Executive Change in Control Policy which is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 28, 2020 (SEC File No.

10.26* Executive Severance Policy, as amended and restated.

10.27* Executive Change in Control Policy, as amended and restated.

10.28 Amendment No.

16 unchanged sentences

10.37* Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.37 to the Registrant's Annual Report on Form 10-K filed on August 17, 2021 (SEC File No.

10.38* Non-employee Director Compensation Program which is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on February 1, 2022 (SEC File No.

10.38* Non-employee Director Compensation Program, as amended.

10.39* Lam Research Corporation Senior Executive Transition Policy which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current report on Form 8-K filed on May 11, 2022 (SEC File No.

Lam Research Corporation 2024 10-K 77

Table of Content

Exhibit Description

10.40* Form of Restricted Stock Unit Agreement (U.S.

Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on January 30, 2023 (SEC File No.

10.41* Form of Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on January 29, 2024 (SEC File No.

10.42* Form of Restricted Stock Unit Agreement (U.S.

Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2024 (SEC File No.

10.43* Form of Restricted Stock Unit Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2024 (SEC File No.

10.44* Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S.

Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2024 (SEC File No.

10.45* Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2024 (SEC File No.

19.1 Insider Trading Policy .

21 Subsidiaries of the Registrant.

5 unchanged sentences

32.2 Section 1350 Certification — (Principal Financial Officer)

97.1 Policy for the Recovery of Erroneously Awarded Compensation.

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

8 unchanged sentences

Lam Research Corporation 2024 10-K 78

Table of Content

Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.

3 unchanged sentences

Lam Research Corporation 2024 10-K 79

Table of Content

POWER OF ATTORNEY AND SIGNATURES

14 unchanged sentences

/s/ Christina C.

Correia Corporate Vice President and Chief Accounting Officer August 15, 2023

Correia Group Vice President and Chief Accounting Officer August 29, 2024

Other Directors

1 unchanged sentence

/s/ Abhijit Y.

Talwalkar Chairman August 15, 2023 /s/ Bethany J.

Mayer Director August 15, 2023

Talwalkar Bethany J.

Talwalkar Chairman August 29, 2024 /s/ Ho Kyu Kang Director August 29, 2024

Talwalkar Ho Kyu Kang

/s/ Sohail U.

Ahmed Director August 15, 2023 /s/ Jyoti K.

Ahmed Director August 29, 2024 /s/ Bethany J.

Mayer Director August 29, 2024

Ahmed Bethany J.

Brandt Director August 29, 2024 /s/ Jyoti K.

Mehra Director August 29, 2024

Ahmed Jyoti K.

Brandt Director August 15, 2023 /s/ Lih Shyng Tsai Director August 15, 2023

Brandt Lih Shyng (Rick L.) Tsai

Brandt Jyoti K.

/s/ Michael R.

Cannon Director August 15, 2023 /s/ Leslie F.

Cannon Director August 29, 2024 /s/ Lih Shyng Tsai Director August 29, 2024

Cannon Lih Shyng (Rick L.) Tsai

Dineen Director August 29, 2024 /s/ Leslie F.

Varon Director August 29, 2024

Cannon Leslie F.

/s/ Ho Kyu Kang Director August 15, 2023

Dineen Leslie F.

Lam Research Corporation 2024 10-K 80

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures