Applied Materials (AMAT) 8-KDeparture of Directors or Certain Officers

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): December 8, 2023

Applied Materials, Inc.

(Exact name of registrant as specified in its charter)

3050 Bowers Avenue

P.O. Box 58039

Santa Clara, CA 95052-8039

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 727-5555

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On December 11, 2023, Jeff Bodner, the principal accounting officer of Applied Materials, Inc. (the “Company” or “Applied”), departed the Company. Mr. Bodner’s departure is not the result of any disagreement with the Company relating to the Company’s financial controls, financial statements, operations, policies, or practices.

Charles Read will serve as the Company’s interim principal accounting officer, effective immediately. Mr. Read will continue to serve as Applied’s Corporate Vice President, Business Units and Operations CFO, a position he has held since September 2022. Prior to that role, Mr. Read, age 57, was Corporate Vice President, Corporate Controller and Chief Accounting Officer of Applied since joining the Company in September 2013. Prior to Applied, Mr. Read worked at Brocade Communications Systems, Inc., a provider of semiconductor and software-based network solutions, since October 2002, where he most recently served as Vice President, Corporate Controller. Prior to Brocade, Mr. Read worked at KPMG LLP, an audit, tax and advisory firm, from 1996 to 2002.

There are no arrangements or understandings between Mr. Read and any other persons pursuant to which he was appointed as interim principal accounting officer. There are no family relationships between Mr. Read and any director or executive officer of Applied. Mr. Read has not engaged in any related person transaction (as defined in Item 404(a) of Regulation S-K) with the Company.

On December 8, 2023, the Board of Directors (the “Board”) of the Company amended its Amended and Restated Bylaws, effective immediately, to: lower the ownership threshold required for stockholders to call a special meeting from 20% to 10%; reflect recent Delaware law amendments, including but not limited to communications regarding adjourned stockholder meetings, proxy requirements, and requirements for action by written consent of the Board; and make technical edits and clarifying, conforming and ministerial changes.

The foregoing general description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws set forth in Exhibit 3.2 to this Form 8-K and incorporated in this Item by reference.

(d) Exhibits.

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.