SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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| ¨ | Soliciting Material §240.14a-11(c) or §240.14a-12 |
Applied Materials, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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APPLIED MATERIALS
| LEGAL DEPARTMENT |
 | |
| March 16, 2004 |
VIA U.S. MAIL AND FACSIMILE (617) 476-9576 | |
Eric Roiter
General Counsel
Fidelity Management and Research Inc.
82 Devonshire Street
Boston, MA 02109
| Re: | 2004 Proxy Statement – Item 2 (Employee Stock Incentive Plan) |
Dear Mr. Roiter:
This is in response to the March 9, 2004 telephone call from Fidelity Management and Research Inc. (“Fidelity”) to Applied Materials, Inc. (“Applied”) inquiring about stockholder approval of material amendments to Applied’s Employee Stock Incentive Plan (“the Plan”).
As discussed, the current Nasdaq rules already require stockholder approval of any material amendments to the Plan. However, in response to Fidelity’s stated preference for including this requirement in the Plan itself, this letter confirms that management will recommend to the Human Resources and Compensation Committee of Applied’s Board of Directors that the Plan be amended to require stockholder approval of any material amendments to the Plan.
If you have additional questions or comments, please call me.
Sincerely,
/s/ Joseph J. Sweeney
Group Vice President
Legal Affairs and Intellectual Property
and Corporate Secretary
JJS/CM
Applied Materials, Inc., M/S 2064
2881 Scott Blvd
P.O. Box 58039
Santa Clara, California 95050