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 23, 2020 Dear Lam Research Stockholders, We cordially invite you to attend the Lam Research Corporation 2020 Annual Meeting of Stockholders. The annual meeting will be held on Tuesday, November 3, 2020, at 2:00 p.m. Pacific Standard Time. This year’s annual meeting will be a virtual meeting. You may attend the annual meeting, vote, and submit your questions during the live webcast of the annual meeting by visiting www.virtualshareholdermeeting.com/LRCX2020 and entering the 16-digit control number included in our Notice of Internet Availability or on your proxy card. At this year’s annual meeting, stockholders will be asked to elect the nine 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 2021. 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 most recently-provided 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. Sincerely yours, Abhijit Y. Talwalkar Chairman of the Board Table of Contents Notice of 2020 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 3, 2020 1. Election of nine directors to serve until the ☑ FOR each 2:00 p.m. Pacific Standard Time next annual meeting of stockholders, and Director Nominee until their respective successors are elected Place Via the Internet at and qualified www.virtualshareholdermeeting.com/LRCX2020 2. Advisory vote to approve our named ☑ FOR executive officer compensation, or “Say on Record Date Only stockholders of record at the close of business on Pay” September 4, 2020, the “Record Date,” are entitled to notice of, and to vote at, the annual meeting. 3. Ratification of the appointment of Ernst & ☑ FOR Young LLP as our independent registered Proxy and Annual Report Materials public accounting firm for fiscal year 2021 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY Transaction of such other business as may properly come before the MATERIALS FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS annual meeting (including any adjournment or postponement thereof) TO BE HELD ON NOVEMBER 3, 2020 Our notice of 2020 Annual Meeting of Stockholders, proxy statement, and annual report to stockholders are available on the Lam Research website Voting at https://investor.lamresearch.com. Please vote as soon as possible, even if you plan to attend the annual meeting, on all of the voting matters. You have three options for submitting Elect Electronic Delivery - Save Time, Money & Trees your vote before the annual meeting: by the internet, As part of our efforts to be an environmentally responsible corporate by telephone, or citizen, we encourage Lam stockholders to voluntarily elect to receive by mail. future proxy and annual report materials electronically. The proxy statement and the accompanying proxy card provide detailed • If you are a registered stockholder, please visit voting instructions. https://enroll.icsdelivery.com/lrcx for simple instructions. IT IS IMPORTANT THAT YOU VOTE to play a part in the future of the • If you are a stockholder who owns stock through a broker or Company. Please carefully review the proxy materials for the 2020 Annual brokerage account, please opt for e-delivery at Meeting of Stockholders. 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 23, Ava M. Hahn 2020. Secretary Table of Contents LAM RESEARCH CORPORATION Proxy Statement for 2020 Annual Meeting of Stockholders TABLE OF CONTENTS Proxy Statement Summary 1 About Lam Research Corporation 1 Figure 1. Fiscal Year 2020 Financial Highlights 2 Figure 2. Proposals and Voting Recommendations 2 Figure 3. Summary Information Regarding Director Nominees 2 Figure 4. Director Nominee Key Qualifications and Skills Highlights 3 Figure 5. Director Nominee Composition Highlights 3 Figure 6. Corporate Governance Highlights 4 Figure 7. Executive Compensation Highlights 5 Stock Ownership 6 Security Ownership of Certain Beneficial Owners and Management 6 Delinquent Section 16(a) Reports 8 Governance Matters 9 Corporate Governance 9 Corporate Governance Policies 9 Our Approach to Ensuring Board Effectiveness 9 Board Nomination Policies and Procedures 11 Director Independence Policies 12 Leadership Structure of the Board 12 Other Governance Practices 12 Meeting Attendance 13 Board Committees 13 Board’s Role and Engagement 14 Stockholder Engagement 15 Culture and Human Capital Management 17 Corporate Social Responsibility 17 Director Compensation 18 Compensation Matters 21 Executive Compensation and Other Information 21 Compensation Discussion and Analysis (see Table of Contents on page 21) 21 Compensation Committee Report 40 Compensation Committee Interlocks and Insider Participation 40 Executive Compensation Tables 41 CEO Pay Ratio 50 Securities Authorized for Issuance under Equity Compensation Plans 50 Audit Matters 52 Audit Committee Report 52 Relationship with Independent Registered Public Accounting Firm 53 Annual Evaluation and Selection of Independent Registered Public Accounting Firm 53 Fees Billed by Ernst & Young LLP 53 Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services 54 Certain Relationships and Related Party Transactions 54 Voting Proposals 55 Proposal No. 1: Election of Directors 55 2020 Nominees for Director 56 Proposal No. 2: Advisory Vote to Approve Our Named Executive Officer Compensation, or “Say on Pay” 63 Proposal No. 3: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2021 64 Other Voting Matters 64 Voting and Meeting Information 65 Information Concerning Solicitation and Voting 65 Other Meeting Information 66 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 RESEARCH CORPORATION Lam Research is a global supplier of innovative