20202022 PROXY STATEMENT SUMMARY

Your proxy is being solicited on behalf of the Board of Directors of Applied Materials, Inc. We are making this Proxy Statement available to shareholders beginning on January , 2020.26, 2022. This summary highlights information contained elsewhere in this Proxy Statement. We encourage you to read the entire Proxy Statement for more information prior to voting.

Annual Meeting of Shareholders

Proposals and Board Recommendations

Director Nominees

Board Practices and Composition

Ensuring the Board is composed of directors who possess a wide variety of relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of shareholders is a top priority of the Board and the Corporate Governance and Nominating Committee. Our Board composition reflects strong Board practices that support regular refreshment based on our board needs, evolving strategy, and proactive succession planning.

Board Practices Support Thoughtful Board Composition

Corporate Governance

We are committed to effective corporate governance that is informed by our shareholders, promotes the long-term interests of our shareholders, and strengthens Board and management accountability.

Governance Highlights

Shareholder Engagement

We believe that strong corporate governance should include regular engagement with our shareholders to enable us to understand and respond to shareholder concerns. We have a robust shareholder outreach program led by a cross-functional team that includes members of our Investor Relations, Global Rewards, Diversity and Inclusion, Environmental Health and SafetyESG, and Legal functions. Independent members of our Board are also involved, as appropriate. In the fall, we solicit feedback on our executive compensation program, corporate governance practices, and sustainability and inclusiondiversity and diversityinclusion initiatives, as well as any matters voted on at our prior annual meeting. After the filing of our proxy statement, we engage again with our shareholders about important topics to be addressed at our annual meeting. Following our annual meeting, we review the results of the meeting and investor feedback, as well as evaluate emerging trends in corporate governance and other areas. We share feedback we receive from our shareholders with the Human Resources and Compensation Committee, Corporate Governance and Nominating Committee, and the full Board. Shareholder input is then factored into the Board’s decision-making. See “Shareholder Engagement”“Shareholder Engagement” on page 1314 for more information.

Virtual Annual Meeting

In responseThis year’s Annual Meeting will be held in a virtual format through a live webcast. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on January 12, 2022, the record date, or hold a valid proxy for the meeting. To be admitted to the high levelAnnual Meeting at www.virtualshareholdermeeting.com/AMAT2022, you must enter the 16-digit control number found on your Notice of Internet Availability, proxy card, or the voting instructions you receive by e-mail. Beneficial shareholders who did not receive a 16-digit control number from their bank or brokerage firm and who wish to attend the meeting should follow the instructions from their bank or brokerage firm, including any requirement to obtain a legal proxy. Most brokerage firms or banks allow a shareholder to obtain a legal proxy either online or by mail. The meeting webcast will begin promptly at 11:00 a.m., Pacific Time, on March 10, 2022. We encourage you to access the webcast prior to the scheduled start time of the Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting, please call the technical support at last year’s annualnumber that will be posted on the virtual shareholder meeting forlog in page. For information on how to vote your shares, please see “Questions and Answers about the proposal on shareholder action by written consent, this year, we also engaged in extensive shareholder outreach to hear directly fromProxy Statement and our shareholders on their views on shareholder action by written consent, as well as our existing special meeting process. Some of our independent directors participated in the outreach with several of our shareholders. Feedback received from the shareholders was shared and discussed with the Board. See “Shareholder Engagement”2022 Annual Meeting” on page 13 for more information.60 of this Proxy Statement.

We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Our directors and members of our management team will join the virtual meeting and be available for questions and we are committed to answering all relevant questions we receive during the meeting. Shareholders may submit questions during the meeting through the virtual meeting platform at www.virtualshareholdermeeting.com/AMAT2022. We will address as many questions during the meeting as time permits, but if there are any questions that cannot be addressed due to time constraints or for any other reason, we will post answers to such questions on our website following the meeting. If we receive substantially similar questions, we may group them together and provide a single response to avoid repetition. Only questions that are relevant to the purpose of the Annual Meeting or our business will be answered.

Executive Compensation

Company Overview

Applied Materials is the leader in the materials engineering solutions used to produce virtually every new chip and advanced display in the world. Our expertise in modifying materials at atomic levels and on an industrial scale enables customers to transform possibilities into reality. At Applied Materials, our innovations make possible the technology shaping the future.Make Possible^® a Better Future.

We develop, design, produce and service semiconductor and display equipment for manufacturers that sell into highly competitive and rapidly changing end markets. Our competitive positioning is driven by the ability of our abilitytalented workforce to identify major technology inflections early, and to develop highly differentiated materials engineering solutions for our customers to enable those technology inflections. Through our broad portfolio of products, technologies and technologies,services, innovation leadership and focused investments in research and development, we are enabling our customers’ success and creating significant value for our shareholders. Applied’s ability to hire, develop and retain a world-class global workforce is based on our commitment to creating a Culture of Inclusion that embraces different backgrounds, perspectives, and experiences to build stronger, more resilient teams. Consistent with our core values, we enable our employees to do their best work by providing quality training and learning opportunities; promoting diversity, equity, and inclusion; and upholding a high standard of ethics and respect for human rights.

2019In addition to our other accomplishments, we’ve made significant progress towards our 10-year road map for environmental and social responsibility. At Applied, making a positive contribution is at the foundation of our culture and our vision to Make Possible^® a Better Future. Our 1x, 100x and 10,000x sustainability framework refers to the holistic goals and commitments we’ve set for our operations, how we work with customers and suppliers and how our technology can be used to advance sustainability on a global scale. More details of Applied’s ESG vision and strategy, including a copy of the Company’s most recent Sustainability Report, can be found at https://www.appliedmaterials.com/company/corporate-responsibility.

Our Performance Highlights

Over the past several years, our broad portfolio of products and services has made Applied a more resilient company that can perform well in a variety of conditions.market environments. In 2019,2021, we delivered solidthe best financial performance against very aggressive targets in Applied Materials’ history while navigating a dynamic and challenging market environment that was affectedimpacted by down cycles in both memory and display equipment spending.the ongoing COVID-19 pandemic. Key highlights include:

Highlights of five-year performance achievements across key financial measures

Revenue Non-GAAP Adjusted Operating Margin Non-GAAP Adjusted EPS +57% $14.7B FY2017 $23.1B FY2021 +3.7 PTS 28.0% FY2017 31.7% FY2021 +105% $3.33 FY2017 $6.84 FY2021

Non-GAAP adjusted operating margin andnon-GAAP adjusted EPS are performance targets under our bonuslong-term incentive and long-term incentivebonus plans. See Appendix A fornon-GAAP reconciliations.

Total Shareholder Return Performance

In fiscal 2021, our total shareholder return (“TSR”) performance reflected increased demand for semiconductors and wafer fab equipment driven by the digital transformation of the global economy. As shown below, Applied has substantially outperformed the S&P 500 Index and our peer group over the past five years, reflecting the company’s ability to create unique and innovative materials engineering solutions that accelerate its customers’ technology roadmaps. In addition, from the close of market on the last trading day of fiscal 2021 through the close of market on December 31, 2021, Applied’s stock price increased by approximately 15%.

Fiscal 2017 – Fiscal 2021 Total Shareholder Return vs. S&P 500 and Proxy Peers¹

450% 400% 350% 300% 250% 200% 150% 100% 50% 0% FY2017 FY2018 FY2019 FY2020 FY2021 402% 231% 138% AMAT FY21 Proxy Peers S&P 500

¹Reflects results from October 31, 2016 through October 29, 2021, sourced from S&P Capital IQ. Proxy peer data reflects companies set forth on page 31, weighted by market capitalization.

Key Compensation Actions

Performance-Based Compensation Decisions.The Board’s Human Resources and Compensation Committee (“HRCC”(the “HRCC”) approved an aggressive set of scorecard targetsperformance goals for the executive officers for fiscal 2019,2021, including financial targets above any levels that Applied had achieved in the past, as well as equally challenging operational targets. AlthoughNo adjustments were made during the aggressive targets resultedyear to the performance goals or to the Company’s results in below-target bonus payments, the Company expects to see market share growth for calendar year 2019 and also made significant progress on long-term growth initiatives.

determining incentive payouts. During fiscal 2019,2021, Applied delivered solidexceptional financial and operational performanceresults in a challenging environment and made meaningful progress towards our long-term strategic goals that areremain focused on enabling strong longer-term revenue and EPS growth; however, the results were below aggressively set targets. Accordingly, bonus payouts to our executive officers were below target bonus amounts. growth.

As part of our multi-year incentive program, for the period of 2017 to 2019 through 2021, the HRCC approved aggressive goals fornon-GAAP adjusted operating margin and wafer fabrication equipment (“WFE”) market share.relative total shareholder return. The results for this three-year performance period were aboveexceeded target, resulting in above target levelabove-target vesting of performance share unit awards for our executive officers.

viValue Creation Awards. 2020 Proxy StatementAs described in the Company’s 2021 proxy statement, in early fiscal 2021 the HRCC approved long-term value creation awards for Mr. Dickerson, Mr. Durn and Dr. Raja (the “Value Creation Awards”). The HRCC concluded that an incremental incentive opportunity would (i) strengthen the alignment of the officers’ interests with those of the Company’s shareholders, during a period when Applied can take advantage of significant value creation opportunities resulting from rapid changes in the technology industry, and (ii) help secure the benefit of the officers’ leadership in a highly competitive market for proven executive talent among technology companies, as underscored by Mr. Durn’s subsequent departure. As a result of a number of months of careful deliberation of award design, the awards were structured to:

Mr. Durn forfeited his award as a result of his departure. The HRCC does not expect to grant similar awards in the coming years. For additional information regarding the Value Creation Awards, please see page 39.

ESG Objective. We have added ESG objectives to the fiscal 2021 annual incentive plan, to measure and incentivize progress towards our long-term ESG goals. While the Company’s ESG goals are long-term in nature, the HRCC believes that it is important to annually assess progress towards those goals. As a result, the HRCC included ESG objectives in the annual incentive program, rather than in long-term incentive awards. For additional information regarding the annual incentive program, please see page 31. For additional information regarding the Company’s ESG goals and accomplishments, please see page xii.

Chief Financial Officer Transition. In October 2021, we announced the departure of our prior Chief Financial Officer, Daniel J. Durn, and the appointment of Robert J. Halliday as Applied’s interim CFO while the Company conducts a search for Mr. Durn’s successor. The structure of the compensation approved for Mr. Halliday, as detailed on page 42, reflects the anticipated limited-term nature of his appointment.

Pay Mix

In fiscal 2019,2021, a significant portion of our executive compensation consisted of variable compensation and long-term incentives. As illustrated below, 92%95% of CEO compensation for fiscal 2019 comprised2021 consisted of variable compensation elements, and 84% of CEO overall compensation was delivered in equity with multi-year vesting.

84% Long-Term Incentives 92% Variable Compensation 76% Long-Term Incentives 87% Variable Compensation

¹ Represents total direct compensation for FY2019fiscal 2021, including the grant date fair value of annual equity awards but not including the grant date fair value of the Value Creation Awards, which are not expected to be made in subsequent years and are not representative of ongoing compensation.

² Excludes Mr. Durn, whose fiscal 2021 compensation reflects only partial-year service, and Mr. Halliday, whose fiscal 2021 compensation is not representative of ongoing NEO compensation.

Summary of 20192021 Total Direct Compensation

The following table summarizes elements of annual total direct compensation for our NEOs for fiscal 2019,2021, consisting of (1) base salary, (2) annual incentive bonus and (3) long-term incentive awards (the grant date fair value of stock awards). This table excludes amounts not considered by the HRCC to be annual total direct compensation, such as certain other amounts required by the SEC to be reported in the Summary Compensation Table (see page 4145 of this Proxy Statement). Additionally, the grant date fair value of the Value Creation Awards is shown separately as these awards are not expected to be made in subsequent years and are not representative of annual total direct compensation.

Pay and Performance

The HRCC approvessets aggressive performance goals for the CEO, as well as for the entire executive leadership team. As a result, despite outstanding TSR growth from fiscal 20152017 through 2019,2021, our CEO’s ongoing total direct compensation has remained essentially flatwithin a comparable range over the same period. Given the non-recurring nature of the Value Creation Award granted to Mr. Dickerson in early fiscal 2021, that award is not reflected in the chart below. However, the HRCC intends to take the value of that award into consideration when making future compensation decisions for Mr. Dickerson.

Total Direct Compensation (1) Total Shareholder Return (2) $300 $250 $200 $150 $100 $50 $0 Value of $100 Invested on 10/27/2017 FY2017 $14.5 FY2018 $13.7 FY2019 $13.9 FY2020 $17.1 FY2021 $19.8 $60 Annual Total Director Compensation ($ million) $50 $40 $30 $20 $10 $0

Sustainability and Corporate Social ResponsibilityOur Commitment to ESG

Our Approach

Applied is committed to growing ourits business in a sustainable and socially responsible manner. We are focusing our resources and capabilities on addressing the sweeping technological challenges in the era of Artificial Intelligence and big data, and working with our customers to build a safer, more equitable, and sustainable future.

At the heart of Applied’s values is a commitment to operate with responsibility and integrity while making a positive contribution to our industry and the world around us. To drive change and innovation, we are making investments toinvest in our research and development, our operations, our supply chain, and to our interactions with our local communities. We are committed to advancing sustainability, not only through improvements in our own operations but also through investing in technological innovation. We are also committed to transparency and have aligned our disclosures and objectives with the United Nations Sustainable Development Goals and leading Environmental, Social, and Governance (“ESG”) reporting frameworks such as those developed by the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI).

Sustainability Framework

In 2020, we launched a new sustainability framework and integrated strategy to guide our ongoing ESG work. Our sustainability framework is called 1x, 100x, 10,000x, and covers our direct impact, the impact of our value chain (customers and suppliers), as well as how we can advance sustainability on a global scale.

Lead With Purpose Protect our Planet Innovate for Progress 1X FOR OUR BUSINESS 100X FOR THE INDUSTRY 10,000X FOR THE WORLD

Our Sustainability Commitments

We have announced sustainability commitments for the next decade that we believe will dramatically reduce our environmental impact. Although these goals are aggressive, we believe them to be achievable. We:

Furthermore, we are committed to building a culture of inclusion for our employees with a focus on leadership, promoting diversity and inclusion, and eliminating systemic barriers to inclusion. In addition, we are providing ongoing career development for employees to encourage innovation and engagement.

Our Fiscal 2021 ESG Accomplishments

To ensure that Applied is able to meet its ambitious long-term ESG goals, we established a set of interim objectives for fiscal 2021. As described in more detail on page 34, the Company’s level of achievement of these objectives was added to the corporate scorecard, which informs bonus payouts for our executive officers. Overall, Applied made substantial progress in all of the framework areas. Key achievements included that we:

Sustainability and Corporate Social Responsibility Governance

Our Board and management actively oversee sustainability matters to foster accountability. The Board’s Corporate Governance and Nominating Committee (the “Governance Committee”) oversees the Company’s overall ESG strategy, policies, and performance. We have established executive leadership of a company-wide strategy on environmental, social and governance (ESG)ESG matters and reporting and are focused on integrating sustainability into our operations and company culture through initiatives aligned to company strategy that address a broad set of stakeholders, including shareholders, customers, employees, suppliers, governments, and our local communities. Our Director of ESG, Corporate Sustainability and Reporting leads ESG efforts across our business and reports to the Governance Committee quarterly.

Our Environmental, Health, and Safety & Sustainability (“EHS”EHSS”) organization is dedicated to maintaining a safe and healthful working environment, demonstrating environmental leadership, and meeting or exceeding regulatory compliance. The Head of EHSEHSS also reports directly to the Board of DirectorsGovernance Committee on a quarterly basis and provides a morein-depth environmental and sustainability update to the Audit Committee on an annual basis. We have a team fully dedicated to supporting our work in designing a culture of inclusion, and ourthe HRCC oversees our corporate culture and human capital management programs, including our diversity and inclusion practices and initiatives. The HRCC approved ESG objectives for our annual bonus program to incentivize our leadership to improve employee safety, engagement and learning and development, to promote a culture of inclusion and to accelerate the representation of women and underrepresented minorities inmaintain progress toward all our workforce.2030 ESG goals. Further details and data on our sustainability and corporate social responsibility practices and accomplishments can be foundare included in our annually published Corporate Social Responsibility Report.

We believe that investing in our people, in our communities, and in operating our business sustainably will drive long-term value for Applied and its shareholders. These three pillars, as described below, provide the framework bySustainability Report, which we manage our key initiatives:can be found at https://www.appliedmaterials.com/company/corporate-responsibility.

Key InitiativesOur Sustainability Vision and Strategy