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LAM RESEARCH CORPORATION (Name of Registrant As Specified in Its Charter)

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LAM RESEARCH CORPORATION (Name of Registrant As Specified in Its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 LAM RESEARCH CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☑ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents September 25, 2019 Dear Lam Research Stockholders, We cordially invite you to attend, in person or by proxy, the Lam Research Corporation 2019 Annual Meeting of Stockholders. The annual meeting will be held on Tuesday, November 5, 2019, at 9:30 a.m. Pacific Standard Time in the Building CA1 Auditorium at the principal executive offices of Lam Research Corporation, which are located at 4650 Cushing Parkway, Fremont, California 94538. At this year’s annual meeting, stockholders will be asked to elect the 10 nominees named in the attached proxy statement as directors to serve until the next annual meeting of stockholders, and until their respective successors are elected and qualified; to cast an advisory vote to approve our named executive officer compensation, or “Say on Pay”; and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2020. The Board of Directors recommends that you vote in favor of each director nominee and each of these proposals. Management will not provide a business update during this meeting; please refer to our latest quarterly earnings report for our current outlook. Please refer to the proxy statement for detailed information about the annual meeting, each director nominee, and each of the proposals, as well as voting instructions. Your vote is important, and we strongly urge you to cast your vote as soon as possible by the internet, telephone, or mail, even if you plan to attend the meeting in person. Sincerely yours, Lam Research Corporation Stephen G. Newberry Chairman of the Board Table of Contents Notice of 2019 Annual Meeting of Stockholders 4650 Cushing Parkway Fremont, California 94538 Telephone: 510-572-0200 Meeting Information Items of Business Our Board’s Category Details # Proposal Recommendation Date and Time Tuesday, November 5, 2019 1. Election of 10 directors to serve until the next annual ☑ FOR each 9:30 a.m. Pacific Standard Time meeting of stockholders, and until their respective Director Nominee successors are elected and qualified Place Lam Research Corporation Building CA1 Auditorium 2. Advisory vote to approve our named executive officer ☑ FOR 4650 Cushing Parkway compensation, or “Say on Pay” Fremont, California 94538 3. Ratification of the appointment of Ernst & Young LLP ☑ FOR Record Date Only stockholders of record at the close of business on as our independent registered public accounting firm September 6, 2019, the “Record Date,” are entitled to for fiscal year 2020 notice of, and to vote at, the annual meeting. Transaction of such other business as may properly come before the annual meeting (including any adjournment or postponement thereof) Proxy and Annual Report Materials IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY Voting MATERIALS FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS Please vote as soon as possible, even if you plan to attend the annual TO BE HELD ON NOVEMBER 5, 2019 meeting in person, on all of the voting matters. You have three options for Our notice of 2019 Annual Meeting of Stockholders, proxy statement, and submitting your vote before the annual meeting: annual report to stockholders are available on the Lam Research website by the internet, at https://investor.lamresearch.com. by telephone, or by mail. Elect Electronic Delivery - Save Time, Money & Trees As part of our efforts to be an environmentally responsible corporate The proxy statement and the accompanying proxy card provide detailed citizen, we encourage Lam stockholders to voluntarily elect to receive voting instructions. future proxy and annual report materials electronically. • If you are a registered stockholder, please visit IT IS IMPORTANT THAT YOU VOTE to play a part in the future of the https://enroll.icsdelivery.com/lrcx for simple instructions. Company. Please carefully review the proxy materials for the 2019 Annual • If you are a stockholder who owns stock through a broker or Meeting of Stockholders. brokerage account, please opt for e-delivery at https://enroll.icsdelivery.com/lrcx or by contacting your nominee. By Order of the Board of Directors, Date of Distribution This notice, proxy statement and proxy card are first being made available and/or mailed to our stockholders on or about September 25, 2019. Sarah A. O’Dowd Secretary Table of Contents LAM RESEARCH CORPORATION Proxy Statement for 2019 Annual Meeting of Stockholders TABLE OF CONTENTS Proxy Statement Summary 1 About Lam Research Corporation 1 Fiscal Year 2019 Financial Highlights 2 Figure 1. Proposals and Voting Recommendations 2 Figure 2. Summary Information Regarding Director Nominees 2 Figure 3. Director Nominee Key Qualifications, Skills and Experiences Highlights 3 Figure 4. Director Nominee Composition Highlights 3 Figure 5. Corporate Governance Highlights 4 Figure 6. Executive Compensation Highlights 5 Stock Ownership 6 Security Ownership of Certain Beneficial Owners and Management 6 Governance Matters 9 Corporate Governance 9 Corporate Governance Policies 9 Board Nomination Policies and Procedures 9 Director Independence Policies 11 Leadership Structure of the Board 11 Other Governance Practices 12 Meeting Attendance 12 Board Committees 13 Board’s Role and Engagement 14 Stockholder Engagement 14 Corporate Social Responsibility 14 Director Compensation 15 Compensation Matters 18 Executive Compensation and Other Information 18 Compensation Discussion and Analysis 18 I. Overview of Executive Compensation 19 II. Executive Compensation Governance and Procedures 23 III. Primary Components of Named Executive Officer Compensation; Calendar Year 2018 Compensation Payouts; Calendar Year 2019 Compensation Targets and Metrics 25 IV. Tax and Accounting Considerations 33 Compensation Committee Report 34 Compensation Committee Interlocks and Insider Participation 34 Executive Compensation Tables 35 CEO Pay Ratio 45 Securities Authorized for Issuance under Equity Compensation Plans 46 Audit Matters 47 Audit Committee Report 47 Relationship with Independent Registered Public Accounting Firm 48 Annual Evaluation and Selection of Independent Registered Public Accounting Firm 48 Fees Billed by Ernst & Young LLP 48 Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services 49 Certain Relationships and Related Party Transactions 49 Voting Proposals 50 Proposal No. 1: Election of Directors 50 2019 Nominees for Director 51 Proposal No. 2: Advisory Vote to Approve Our Named Executive Officer Compensation, or “Say on Pay” 59 Proposal No. 3: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2020 60 Other Voting Matters 60 Voting and Meeting Information 61 Information Concerning Solicitation and Voting 61 Other Meeting Information 62 Table of Contents Proxy Statement Summary To assist you in reviewing the proposals to be acted upon at the annual meeting, we call your attention to the following summarized information about the Company, the proposals and voting recommendations, the Company’s director nominees, highlights of the directors’ key qualifications, skills and experiences, board composition, corporate governance, and executive compensation. For more complete information about these topics, please review the complete proxy statement before voting. We also encourage you to read our latest annual report on Form 10-K, which is also available at: https://investor.lamresearch.com. The content of any website referred to in this proxy statement is not a part of nor incorporated by reference in this proxy statement unless expressly noted. We use the terms “Lam Research,” “Lam,” the “Company,” “we,” “our,” and “us” in this proxy statement to refer to Lam Research Corporation, a Delaware corporation. We also use the term “Board” to refer to the Company’s Board of Directors. ABOUT LAM
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