APPLIED MATERIAL INC (AMAT)
Sector: Information Technology
2026 Annual Meeting Analysis
APPLIED MATERIAL INC · Meeting: March 12, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Anderson joined the board in July 2025 (less than 24 months ago) and is therefore exempt from the TSR performance trigger; he brings deep semiconductor industry experience as CEO of Coherent Corp. and no overboarding or other concerns are present.
AMAT's 3-year total shareholder return of +212% outperforms the company-disclosed peer group median by +79.4pp, well above the 65pp threshold required to trigger a negative vote for a strong-positive-TSR company, and Borkar shows no overboarding, attendance, or independence concerns.
AMAT substantially outperforms its peer group over three years and Bruner, as Audit Committee Chair with a CFO background, is well-qualified; no flags on independence, attendance, or overboarding are present.
TSR outperformance versus the company-disclosed peer group far exceeds the policy threshold, and Chen has no overboarding, attendance, independence, or familial-relationship concerns.
AMAT's strong 3-year TSR outperformance versus its disclosed peers clears the policy threshold by a wide margin, and de Geus brings deep semiconductor industry expertise with no disqualifying flags.
As CEO-director, Dickerson is subject to the same TSR trigger as other directors; AMAT's 3-year return of +212% outperforms the peer group median by +79.4pp, exceeding the 65pp threshold needed to avoid a negative vote, and no other disqualifying flags apply.
AMAT's TSR outperformance versus its peer group is well above the policy trigger threshold, and Iannotti's single outside public board seat (Rigetti Computing) keeps him within the overboarding limit; no other concerns are present.
AMAT's peer-group-relative TSR far exceeds the threshold for a strong-positive-return company, and Karsner — holding one outside public board seat at ExxonMobil — shows no overboarding, attendance, or independence concerns.
March joined the board in 2022 and AMAT's strong TSR outperformance versus its disclosed peer group clears the policy threshold; his background as CFO of Texas Instruments makes him well-qualified for audit and governance committee service.
AMAT's 3-year peer-relative outperformance of +79.4pp comfortably clears the 65pp threshold for a strong-positive-return company, and McGregor's two outside public board seats (Equifax) fall within overboarding limits.
All ten director nominees receive a FOR vote. AMAT's 3-year total shareholder return of +212% outperforms the company-disclosed peer group median by +79.4 percentage points, which exceeds the 65pp threshold required to trigger a negative vote for a company with strong positive absolute returns. No director has an overboarding issue, independence concern, attendance problem, or familial relationship concern. James Anderson, who joined in July 2025, is exempt from the TSR trigger as a director with less than 24 months of tenure.
Say on Pay
✓ FORCEO
Gary E. Dickerson
Total Comp
$29,481,370
Prior Support
91%%
The CEO's total reported compensation of approximately $29.5 million is high in absolute terms but is structured with 96% variable pay and 91% long-term equity, far exceeding the policy's requirement that at least 50-60% of pay be performance-based. Performance metrics are rigorous and long-term in nature — including a 3-year relative total shareholder return versus the S&P 500, a 3-year economic profit goal (which measures whether the company earns returns above its cost of capital), and a balanced corporate scorecard — and AMAT delivered record revenue and earnings per share for the sixth consecutive year, with its stock returning +212% over three years versus +132.8% for its peer group median. Prior-year shareholder support was a strong 91%, and the company maintains a meaningful clawback policy, stock ownership guidelines, no guaranteed bonuses, and no excessive perquisites, all of which reflect sound compensation governance.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
21 yrs
Audit Fees
$7,516,000
Non-Audit Fees
$968,000
Non-audit fees (audit-related fees of $93K plus tax fees of $802K plus other fees of $73K = $968K) represent approximately 12.9% of audit fees of $7,516K, well below the 50% threshold that would trigger a negative vote. KPMG has served as AMAT's auditor since 2004, giving it approximately 21 years of tenure, which is below the 25-year threshold that would require a specific compelling rationale. The audit committee disclosed a recent lead partner rotation following the fiscal 2023 audit, and KPMG is a Big 4 firm appropriate for a company of AMAT's size and complexity.
Overall Assessment
AMAT's 2026 annual meeting presents a clean ballot with no significant governance concerns: the company's outstanding 3-year total shareholder return of +212% — outperforming its disclosed peer group by nearly 80 percentage points — supports FOR votes across the entire director slate, and the executive compensation program's strong performance-based design (96% variable pay for the CEO tied to multi-year metrics) and 91% prior-year shareholder support support a FOR vote on Say on Pay. KPMG's non-audit fee ratio is well within acceptable limits and its tenure of approximately 21 years is below the policy's 25-year threshold, supporting ratification.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing