Applied Materials, Inc. (AMAT) March 05, 2012 7:00 pm ET Executives Michael R. Splinter - Chairman, Chief Executive Officer and President Joseph J. Sweeney - Senior Vice President, General Counsel and Corporate Secretary Richard Vernon Smith - Partner Presentation Michael R. Splinter
I now call the meeting to order and would like to ask Joe Sweeney to begin the formal part of the meeting. Joe?Joseph J. Sweeney Thank you, Mike. Good morning, everyone. I'm Joe Sweeney, Applied's Corporate Secretary. Since Mike has called the meeting to order, we can begin. Richard Smith of the law firm Orrick, Herrington & Suttcliffe has been appointed to act as inspector of elections today. He's at the side of the room. Richard is standing. Representatives of KPMG, the company's independent registered public accounting firm, including Ed Cannizzaro, global lead audit partner, are also at the meeting today. And Christian Gentle. [ph] Mr. Smith has supervised the accumulation and counting of proxies received and filed for the meeting. If there's any stockholder who delivered a proxy and wants to revoke the proxy, or if there's a stockholder who now wishes to turn in a proxy or to obtain a ballot, or if there's anyone representing a stockholder who's absent who has not yet turned in a proxy, please go to the table by the side of the room and speak with Mr. Smith. If you've delivered a proxy and you've not revoked it, there's no need to submit a ballot unless you want to change the way you voted. The polls will be open as to the matters to be voted on at this meeting until I declare the polls closed. I have an executed affidavit of distribution of the notice of the 2012 annual meeting of stockholders of Applied Materials, which states that the notice of the meeting has been mailed in the manner set forth in the bylaws. The affidavit will be filed with the minutes of the meeting. I also have the written oath signed by the inspector of elections that he will faithfully execute the duties of inspector with strict impartiality and according to the best of his ability. This oath will also be filed with the minutes of the meeting.
Mr. Smith will now report the number of shares represented at this meeting in person or in proxy.Richard Vernon Smith Mr. Chairman, I report that 1,121,607,229 shares of common stock are represented in person or by proxy at this meeting. Since there were 1,294,293,003 shares of common stock of Applied's outstanding at the close of business of January 11, 2012, the record date, more than a majority of the outstanding stock entitled to vote is present or represented here today. Joseph J. Sweeney Thank you, Mr. Smith. On that basis, I declare a quorum to be present at the meeting. The next order of business is the description of each matter to be voted on at this meeting. At this time, the polls are now open for voting. If you wish to vote in person, please request a ballot from Mr. Smith. Stockholders who have voted on the Internet or by telephone or who sent in proxies do not need to take any further action unless you want to change your vote. If you request a ballot, please deliver your completed ballot to Mr. Smith, the inspector of elections, at the side of the room. The inspector of elections will count the votes and report the results of the vote. And I will announce the vote count prior to the close of the meeting. The first proposal to be voted on is the election of 11 directors. Under Applied's bylaws, in order to be elected, a director nominee must receive the votes of a majority of the votes cast with respect to such nominee, which means the number of votes for a director nominee must exceed the number of votes against that nominee. Applied's Corporate Governance Guidelines state that in the event an incumbent director receives more "against" votes than "for" votes, he or she is expected to tender an offer of his or her resignation after certification of the stockholder vote. The Corporate Governance and Nominating Committee, composed entirely of independent directors, then will consider the offer of resignation, taking into consideration all factors it deems relevant and recommend to the board the action for the board to take. The board must take action on the recommendation within 90 days following certification of the stockholder vote. Read the rest of this transcript for free on seekingalpha.com