KLA (KLAC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 4, 2026, to elect nine directors, ratify the auditor, and approve executive compensation.

• Fiscal 2026 saw strong financial performance: revenues up 11.7% to $13.58B, net income up 18.9% to $4.83B, and $3.35B returned to shareholders via dividends and buybacks.

• Board composition refreshed in 2025 with four new members, maintaining 89% independence and 33% female representation.

• ESG initiatives advanced, including progress toward science-based GHG reduction targets and increased renewable energy use.

Voting matters and shareholder proposals

• Proposals include election of nine directors, ratification of PricewaterhouseCoopers LLP as auditor for FY27, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Majority voting policy in place for uncontested director elections; directors not elected must offer resignation.

Board of directors and corporate governance

• Board consists of nine nominees, 89% independent, with an average age of 61.3 years and tenure of 8.7 years.

• Board leadership structure separates CEO and Chair roles; independent Chair leads board effectiveness and CEO evaluation.

• Three standing committees: Audit, Compensation and Talent, and Nominating and Governance, all composed of independent directors.

• Annual board and committee self-assessments, stock ownership guidelines, and anti-hedging policies in place.