The table below sets forth the beneficial ownership of shares of Lam common stock by: (i)(1) each person or entity who we believe based on our review of filings made with the United States Securities and Exchange Commission, or the “SEC,” beneficially owned as of September 13, 2016,11, 2017, more than 5% of Lam’s common stock on the date set forth below; (ii)(2) each current director of the Company; (iii) each director nominee identified in proposal number two, (iv)(3) each NEO identified below in the “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis” section; and (v)(4) all current directors additional nominees identified in proposal number two and

Section 16(a) of the Exchange Act requires our executive officers, directors, and people who own more than 10% of a registered class of our equity securities to file an initial report of ownership (on a Form 3) and reports on subsequent changes in ownership (on Forms 4 or 5) with the SEC by specified due dates. Our executive officers, directors, and greater-than-10% stockholders are also required by SEC rules

Our board of directorsBoard and members of management are committed to responsible corporate governance to manage the Company for the long-term benefit of its stockholders. To that end, the boardBoard and management periodically review and update, as appropriate, the Company’s corporate governance policies and practices. As part of that process, the boardBoard and management consider the requirements of federal and state law, including rules and regulations of the SEC; the listing standards for the Nasdaq Global Select Market, or “Nasdaq;” published guidelines and recommendations of proxy advisory firms; published guidelines of some of our top stockholders; published guidelines of other selected public companies; and any feedback we receive from our stockholders. A list of key corporate governance practices is provided in the “Proxy Statement Summary” above.

Corporate Governance Policies

We have instituted a variety of policies and procedures to foster and maintain responsible corporate governance, including the following:

Board committee charters. Each of the board’sBoard’s audit, compensation, and nominating and governance committees has a written charter adopted by the boardBoard that establishes practices and procedures for the committee in accordance with applicable corporate governance rules and regulations. Each committee reviews its charter annually and recommends changes to the board,Board, as appropriate. Each committee charter is available on the investors’ pageInvestors section of our web sitewebsite athttp://investor.lamresearch.com/corporate-governance.cfm. The content on any website referred to in this proxy statement is not a part of or incorporated by reference in this proxy statement unless expressly noted. Also refer tosee “Board Committees” below for additional information regarding these board committees.

Corporate governance guidelines. We adhere to written corporate governance guidelines, adopted by the boardBoard and reviewed annually by the nominating and governance committee and the board.Board. Selected provisions of the guidelines are discussed below, including in the “Board Nomination Policies and Procedures,” “Director Independence Policies,” and “Other Governance Practices” sections below. The corporate governance guidelines are available on the investors’ pageInvestors section of our web sitewebsite athttp://investor.lamresearch.com/corporate-governance.cfm.

Corporate code of ethics. We maintain a code of ethics that applies to all employees, officers, and members of the board. Board.

organizations that may be relevant to the Company or its industry; diversity with respect to any attribute(s) the boardBoard considers appropriate, including geographic, gender, age, and ethnic diversity; and the interplay of a candidate’s experiences and skills with those of other boardBoard members.

The specific skills, background, and experiences that are evaluated in connection with board service include (but are not limited to or required):

The Board and the nominating and governance committee regard board refreshment as important, and strive to maintain an appropriate balance of tenure, turnover, diversity, and skills on the board. The boardBoard.

For many years, the composition of the Board has reflected the Board’s commitment to diversity. For example, the Board has had at least two female directors since 2006, and over the last 10 years has expanded the experiences and areas of substantive expertise of the directors, as illustrated by the information provided in their biographies under “Voting Proposals – Proposal No. 1: Election of Directors – 2017Nominees for Director” below. Most recently, the Board has increased its geographic diversity with the appointment of two directors whose careers include significant leadership

Director Independence Policies

Board independence requirements. Our corporate governance guidelines require that at least a majority of the boardBoard members be independent. No director will qualify as “independent” unless the boardBoard affirmatively determines that the director qualifies as independent under the Nasdaq rules and has no relationship that would interfere with the exercise of independent judgment as a director. In addition, no non-employee director may serve as a consultant or service provider to the Company without the approval of a majority of the independent directors (and any such director’s independence must be reassessed by the full boardBoard following such approval).

Board member independence. The boardBoard has determined that all current directors, other than Messrs. Anstice and Newberry, are independent in accordance with Nasdaq criteria for director independence.

Board committee independence.All members of the board’sBoard’s audit, compensation, and nominating and governance committees must be non-employee or outside directors and independent in accordance with applicable Nasdaq criteria as well as, in the case of the compensation committee, applicable rules under section 162(m) of the Internal Revenue Code of 1986, as amended, or the “Code,” and Rule 16b-3 of the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” See “Board Committees” below for additional information regarding these board committees.

Lead independent director. Our corporate governance guidelines authorize the boardBoard to designate a lead independent director from among the independent board members. Mr. Talwalkar was appointed the lead independent director, effective August 27, 2015, succeeding Grant Inman, who retired in 2015. See “Leadership Structure of the Board” below for information regarding the responsibilities of the lead independent director.

Executive sessions of independent directors. The boardBoard and its audit, compensation, and nominating and governance committees hold meetings of the independent directors and committee members, without management present, as part of each regularly scheduled meeting and at any other time at the discretion of the boardBoard or committee, as applicable.

Board access to independent advisors. The boardBoard as a whole, and each of the board standing committeesBoard committee separately, has the complete authority to retain, at the Company’s expense, and terminate, in their discretion, any independent consultants, counselors, or advisors as they deem necessary or appropriate to fulfill their responsibilities.

obligations. Feedback on Board and committee effectiveness is provided to the full Board for discussion, and feedback regarding individual director performance is provided to each individual director. The Board and committees identify and hold themselves accountable for any action items stemming from the assessment. The results of the evaluations are also considered as part of the director nomination process.

Director resignation or notification of change in executive officer status. Under our corporate governance guidelines, any director who is also an executive officer of the Company must offer to submit his or her resignation as a director to the boardBoard if the director ceases to be an executive officer of the Company. The boardBoard may accept or decline the offer, in its discretion. The corporate governance guidelines also require a non-employee director to notify the nominating and governance committee if the director changes or retires from his or her executive position at another company. The nominating and governance committee reviews the appropriateness of the director’s continuing boardBoard membership under the circumstances, and the director is expected to act in accordance with the nominating and governance committee’s recommendations.

Limitations on other board and committee memberships. Board members may not serve on more than four public company boards (including service on the Company’s Board). Non-employee directors who are sitting executives may not serve on more than three public company boards (including the Company’s Board). The nominating and governance committee will review the appropriateness of continued Board membership if a non-employee director who is a sitting executive serves on more than two such boards, and the director is expected to follow the recommendation of the nominating and governance committee. In addition, non-employee directors may not serve on more than three audit committees of public company boards (including the Company’s audit committee).

Director and executive stock ownership. Under the corporate governance guidelines, each director is expected to own at least the lesser of five times the value of the annual cash retainer (not including any committee chair or other supplemental retainers for directors) or 5,000 shares of Lam common stock, by the fifth anniversary of his or her initial election to the board.Board. Guidelines for stock ownership by designated members of the executive management team are described below under “Compensation Matters – Executive Compensation and OtherInformation – Compensation Discussion and Analysis.” All of our directors and designated members of our executive management team were in compliance with the Company’s applicable stock ownership guidelines at the end of fiscal year 20162017 or have a period of time remaining under the program to do so.

Communications with boardBoard members. Any stockholder who wishes to communicate directly with the board of directors,Board, with any boardBoard committee, or with any individual director regarding the

Audit committee. The purpose of the audit committee is to oversee the Company’s accounting and financial reporting processes and the audits of our financial statements, including the system of internal controls. As part of its responsibilities, the audit committee reviews and oversees the potential conflict of interest situations, transactions required to be

Risk oversight. The Board is actively engaged in risk oversight. Management regularly reports to the boardBoard on its risk assessments and risk mitigation strategies for the major risks of our business. Generally, the boardBoard exercises its oversight responsibility directly; however, in specific cases, such responsibility has been delegated to board committees.committees of the Board. Committees that have

Our director compensation is designed to attract and retain high caliberhigh-caliber directors and to align director interests with those of stockholders. Director compensation is reviewed and determined annually by the boardBoard (in the case of Messrs. Newberry and Anstice, by the independent members of the board)Board), upon recommendation from the compensation committee. Non-employee director compensation (including the compensation of Mr. Newberry, who is currently our non-employee chairman) is described below. Mr. Anstice, whose compensation as CEO is described below under “Compensation Matters – Executive Compensation and Other Information – Compensation Discussion and Analysis,” does not receive additional compensation for his service on the board.Board.

Non-employee director compensation. Non-employee directors receive annual cash retainers and equity awards. The chairman of the board,Board, committee chairs, the lead independent director, and committee members receive additional cash retainers. Non-employee directors who join the boardBoard or a committee midyear receive pro-rated cash retainers and equity awards, as applicable. Our non-employee director compensation program is based on service during the calendar year; however, SEC rules require us to report compensation in this proxy statement on a fiscal-year basis. Cash compensation paid to non-employee directors for the fiscal year ended June 26, 2016 is shown in the table below,25, 2017, together with the annual cash compensation program components in effect for calendar years 20152016 and 2016.2017, is shown in the table below.

commence service after the annual award has been granted receive on the first Friday following the first regularly scheduled, quarterly Board meeting attended a pro-rated grant based on the number of regular boardregularly scheduled, quarterly Board meetings remaining in the year as of the effective date of the director’s election.appointment. The pro-rated grants are subject to the same vesting schedule, terms and conditions as the annual equity awards, except that if the award is granted on the first Friday following the regularly scheduled quarterly November Board meeting, the grant vests immediately.

On November 6, 2015,11, 2016, Dr. Tsai, who was appointed to the Board effective September 13, 2016, received a pro-rated grant of 510 RSUs for service during calendar year 2016 that vested immediately.

On November 11, 2016, each director other than Mr. Anstice and Dr. TsaiKoh, who was notappointed a director during fiscal year 2016,on May 10, 2017, received a grant of 2,6002,050 RSUs for servicesservice during calendar year 2016. 2017.

On May 12, 2017, Dr. Koh, who was appointed to the Board effective May 10, 2017, received a pro-rated grant of 1,000 RSUs for service during calendar year 2017.

Unless there is an acceleration event, these RSUs granted to each current director for service during calendar year 2017 will vest in full on October 31, 2016,2017, subject to the director’s continued service on the board.Board.

Chairman compensation. Mr. Newberry, who served asvice-chairman from December 7, 2010 untilto November 1, 2012 and since such date has served as chairman, has a chairman’s agreement documenting his responsibilities, described above under “Governance Matters – Corporate Governance –Leadership Structure of the Board,” and compensation. Mr. Newberry entered into a chairman’s agreement with the Company commencing on January 1, 20162017, and expiring on December 31, 2016,2017, subject to the right of earlier termination in certain circumstances and a one yearone-year extension upon mutual written agreement of the parties. The agreement provides that Mr. Newberry will serve as chairman (and not as an employee or officer) and in addition to his regular compensation as a non-employee director, he receives an additional cash retainer of $280,000$160,000 on the same date.

Mr. Newberry was eligible to participate through 2014 in the Company’s Elective Deferred Compensation Plan that is generally applicable to executives of the Company, subject to the general terms and conditions of such plan. He continues to maintain a balance in the plan until he no longer performs service for the Company as a director but is no longer eligible to defer any compensation into the plan.

Other benefits.Any members of the boardBoard enrolled in the Company’s health plans on or prior to December 31, 2012, can continue to participate after retirement from the boardBoard in the Company’s Retiree Health Plans. The boardBoard eliminated this benefit for any person who became a director after December 31, 2012. The most recent valuation of the Company’s accumulated post-retirement benefit obligation under Accounting Standards Codification 715,Compensation-

To understand our executive compensation program fully, we feelbelieve it is important to understand:

Our Business, Our Industry Environment, and Our Financial Performance

Lam Research has been an innovative supplier of wafer fabrication equipment and services to the semiconductor industry for more than 35 years. Our customers includecustomer base includes leading semiconductor memory, foundry, and integrated device manufacturers that make products such asnon-volatilememory microprocessors,(NVM), DRAM memory, and other logic integrated circuits for a wide range of electronics; including cell phones, computers, tablets, storage devices,devices. We aim to increase our strategic relevance with our customers by contributing more to their continued success. Our core technical competency is integrating hardware, process,

Figure 12. Executive Compensation Calendar-Year Orientation

In calendar year 2015,2016, demand for semiconductor equipment increased relative to calendar year 2014,2015 as technology inflections led to higher investments. Against this backdrop, Lam delivered record financial performance.

Highlights for calendar year 2015:2016:

In October 2015, we announced an agreementstockholders, a 25% increase compared to combine with KLA-Tencor Corporation (“KLA-Tencor”), bringing together Lam’s capabilities in deposition, etch and clean with KLA-Tencor’s portfolio of inspection and metrology solutions.

Our stock ownership guidelines for our NEOs and certain other senior executives are shown below. The requirements are specified in the alternative of shares or dollars to allow for stock price volatility. Ownership levels as shown below must be achieved within five years of appointment to one of the below positions. Increased requirements due to promotions or

Compensation Recovery, or “Clawback” Policy

Our executive officers covered by section 16 of the Exchange Act are subject to the Company’s compensation recovery, or “clawback,” policy. The clawback policy was adopted in August 2014 and will enable us to recover, within 36 months of the issuance of the original financial statements, the excess amount of cash incentive-based compensation issued starting in calendar year 2015 to officers covered individualsby section 16 of the Exchange Act when a material restatement of financial results

Role of the Compensation Committee

Our board of directorsBoard has delegated certain responsibilities to the compensation committee, or the “committee,” through a formal charter. The committee⁽¹⁾¹ oversees the compensation programs in which our chief executive officer and his direct executive and senior vice president reports participate. The independent members of our board of directorsBoard approve the compensation packages and payouts for our CEO. The CEO is not present for any decisions regarding his compensation packages and payouts.

Committee responsibilities include but are not limited to: reviewing and approving the Company’s executive compensation philosophy, objectives, and strategies; reviewing and approving the appropriate peer group companies for purposes of evaluating the Company’s compensation competitiveness; causing the board of directorsBoard to perform a periodic performance evaluation of the CEO; recommending to the independent members of the board of directorsBoard (as determined under both Nasdaq’s listing standards and section 162(m) of the Code) corporate goals and objectives under the

recommendations cover base salaries, annual incentive program target award opportunities, long-term incentive program target award opportunities, and the criteria upon which these award opportunities may be earned, as well as actual payout amounts under the annual and long-term incentive programs.

The committee considers the CEO’s recommendations within the context of competitive compensation data, the Company’s compensation philosophy and objectives, current business conditions, the advice of Compensia, and any other factors it considers relevant. At the request of the committee, our chairman also provides input to the committee.

Our CEO attends committee meetings at the request of the committee, but leaves the meeting for any deliberations related to and decisions regarding his own compensation, when the committee meets in executive session, and at any other time requested by the committee.

Peer Group Practices and Survey Data

In establishing the total compensation levels of our executive officers as well as the mix and weighting of individual compensation elements, the committee monitors compensation data from a group of comparably sized companies in the technology industry, or the “Peer Group,” which may differ from peer groups used by stockholder advisory firms. The committee selects the companies constituting our Peer Group based on their comparability to our lines of business and industry, annual revenue, and market capitalization, and our belief that we are likely to compete with them for executive talent. Our Peer

Group is focused on U.S. based, public semiconductor, semiconductor equipment and materials companies, and similarly sized high-technology equipment and hardware companies with a global presence and a significant investment in research and development. The table below summarizes how the Peer Group companies compare to the Company:

Figure 15. 20162017 Peer Group Revenue and Market Capitalization

Based on these criteria, the Peer Group and targets may be modified from time to time. Our Peer Group was reviewed in August 20152016 for calendar year 20162017 compensation decisions and based on the criteria identified above, two companies were added to the Peerpeer group (Micron Technology and

20152016 Say on Pay Voting Results; Company Response

We evaluate our executive compensation program annually. Among other things, we consider the outcome of our most recent Say on Pay vote and input we receive from our stockholders. In 2015,2016, our stockholders approved our 2015 2016

This section describes the components of our executive compensation program. It also describes, for each component, the payouts to our NEOs for calendar year 20152016 and the forward-looking actions taken with respect to our NEOs in calendar year 2016.2017.

Base Salary

We believe the purpose of base salary is to provide competitive compensation to attract and retain top talent and

The committee selectednon-GAAP operating income as a percentage of revenue because it believes that operating income as a percentage of revenue is the performance metric that best reflects core operating results.⁽²⁾²Non-GAAP operating income is considered useful to investors for analyzing business trends and comparing performance to prior periods. By excluding certain costs and expenses that are not indicative of core results,non-GAAP results are more useful for analyzing business trends over multiple periods.

As a guide for using negative discretion against the Funding Factor results and for making payout decisions, the committee primarily tracks the results of the following two components that are weighted equally in making payout decisions, and against which discretion may be applied in a positive or negative direction, provided the Funding Factor result is not exceeded:

The specific metrics and goals, and their relative weightings, for the Corporate Performance Factor are determined by the committee based upon the recommendation of our CEO, and the Individual Performance Factors are determined by our CEO, or in the case of the CEO, by the committee.

Calendar year 20152016 annual incentive program parameters and payout decisions

In February 2015,2016, the committee set the calendar year 20152016 target award opportunity and established the metrics and goals for the Funding Factor, the metrics and annual goals for the Corporate Performance Factor, and the metrics and goals for the Individual Performance Factors for each NEO were established. In February 2016,2017, the committee considered the actual results under these factors and made payout decisions for the calendar year 20152016 program, all as described below.

20152016 Annual Incentive Program Target Award Opportunities. The annual incentive program target award opportunities for calendar year 20152016 for each NEO were as set forth in Figure 19 below in accordance with the principles set forth above under “Executive Compensation Governance and Procedures – Peer Group Practices and Survey Data.”

20152016 Annual Incentive Program Corporate Performance Factor. In February 2015,2016, the committee setnon-GAAP operating income as a percentage of revenue as the metric for the calendar year 20152016 Corporate Performance Factor, and set:

Calendar year 20162017 annual incentive program parameters

In February 2016,2017, the committee set the target award opportunity for each NEO as a percentage of base salary, and consistent with prior years set a cap on payments equal to 2.25 times the target award opportunity. The target award opportunity for each NEO is shown below.

Figure 20. CY2016CY2017 Annual Incentive Program Target Award Opportunities

The committee also approved the annual metric for the Funding Factor and for the Corporate Performance Factor asnon-GAAP operating income as a percentage of revenue, and set the annual goals for the Funding Factor and also the Corporate Performance Factor. Consistent with the program design, the Corporate Performance Factor goal is more difficult to achieve than the Funding Factor goal. Individual Performance Factor metrics and goals were also established for each NEO. These include strategic and operational performance goals specific to individuals and their business organization. As a result, each NEO has multiple performance metrics and goals under this program. All Corporate and Individual Performance Factor goals were designed to be stretch goals.

Figure 22. Market-BasedMarket-based PRSU Vesting Summary

Target Award Opportunity

Under the long-term incentive program, the committee sets a target award opportunity for each participant based on the NEO’s position and responsibilities and an assessment of competitive compensation data. The target award opportunities for each participant are expressed in a U.S. dollar value. The target amounts for each NEO under the program cycles affecting fiscal year 20162017 are as follows:

Figure 23. LTIP Target Award Opportunities