--- title: "KLA shareholders withheld 187 million votes as rival Lam Research authorized a $25 billion buyback" description: "Three directors of KLA, the largest maker of chip-inspection equipment, drew 187 million withheld votes on November 4 while the stock fell 13.3% the next day, even as the company posted record revenue and a 46.1% operating margin. The board declared a 0.7%-yield dividend; rival Lam Research, the etch-and-deposition toolmaker, authorized $25 billion of buybacks a day earlier." publisher: "The Inference" section: "Chips" published: 2026-11-08T16:07:28.636Z modified: 2026-11-08T16:07:28.636Z canonical: https://theinference.org/article/kla-shareholders-withheld-187-million-votes-as-rival-lam-research-authorized-a-25-billion-buyback language: en keywords: "KLA, Lam Research, Chip Equipment, Stock Moves, Corporate Governance, Earnings" --- # KLA shareholders withheld 187 million votes as rival Lam Research authorized a $25 billion buyback > Three directors of KLA, the largest maker of chip-inspection equipment, drew 187 million withheld votes on November 4 while the stock fell 13.3% the next day, even as the company posted record revenue and a 46.1% operating margin. The board declared a 0.7%-yield dividend; rival Lam Research, the etch-and-deposition toolmaker, authorized $25 billion of buybacks a day earlier. [KLA](https://theinference.org/markets/companies/kla) Corporation's board asked shareholders for a routine endorsement at its annual meeting on November 4 [1]. [The ledger it filed with the SEC on November 6](https://www.sec.gov/Archives/edgar/data/319201/000119312526451824/0001193125-26-451824-index.htm) records a different answer: three of nine directors drew between 48.8 million and 87.2 million votes against, about 187 million shares withheld in total, roughly 16% of the 1.166 billion shares voted [1]. The other six directors each drew under 7.3 million [1]. Say-on-pay took 76.8 million votes against [1]. The 8-K records the counts and nothing else: it gives no reason for the concentration of withheld votes on [Robert Calderoni](https://theinference.org/markets/people/robert-calderoni), [Kevin Kennedy](https://theinference.org/markets/people/kevin-kennedy) and Michael McMullen [1]. ## The vote happened the same week the market marked the stock down The meeting closed on November 4 [2]. On November 5 KLA fell 13.3%, and the board declared a $0.23 quarterly dividend that same day, a 0.7% yield on a $180 billion company, payable December 1 [1][2][3]. By November 6 the stock had [lost 30% since August 8, against a 4.7% drop for the S&P 500](https://finance.yahoo.com/markets/stocks/articles/changed-kla-stock-did-not-091913821.html); [Applied Materials](https://theinference.org/markets/companies/applied-materials) fell 38% and [Lam Research](https://theinference.org/markets/companies/lam-research) 36% over the same stretch [2]. *Chart: **Chip equipment stocks have fallen far more than the market since August 8** Bar chart of share-price declines from August 8 to November 6, 2026: KLA down 30 percent, Applied Materials 38 percent, Lam Research 36 percent, and the S&P 500 only 4.7 percent.* *Share-price change from August 8 to November 6, 2026, in percent, as reported by Yahoo Finance/Trefis. [2]* ## The operating case does not explain the sell-off *Chart: **Three KLA directors drew 187 million votes against at the November 4 annual meeting** Bar chart of votes against each of the nine KLA directors at the 2026 annual meeting; three directors stand out with tens of millions of against votes while the rest are under 7.3 million.* *Votes against each of the nine directors elected at KLA's annual meeting of November 4, 2026, from the Form 8-K filed November 6, 2026. [1]* [The September quarter was KLA's best on record](https://theinference.org/article/lam-research-beat-estimates-and-still-fell-11-76-kla-s-october-28-print-settles-it): revenue of $4.14 billion, up 29% year over year, a 46.1% operating margin, the first time above 46% in company history, $1.34 billion of free cash flow, and backlog near $13 billion, up about 60% from fiscal 2025 [4]. [December guidance of about $4.7 billion](https://finance.yahoo.com/technology/articles/chip-inspection-leader-fell-24-115503476.html) sits above the $4.49 billion Street estimate [4]. Investors still paid 34.4 times trailing earnings at the November 6 close against 21.8 for the index [2]. *Chart: **September-quarter revenue of $4.14B is KLA's best on record; December is guided to about $4.7B** Column chart of KLA quarterly revenue from the quarter ended June 2024 to the quarter ended September 2026, rising from $2.6 billion to a record $4.14 billion, with the December quarter guided to about $4.7 billion.* *KLA quarterly revenue in billions of US dollars, fiscal quarters labelled by calendar quarter, from its SEC filings. Q4 '26E is the company's December-quarter guidance, not a reported figure. [7]* ## The capital-return gap is the part shareholders can vote on Lam Research, the etch-and-deposition toolmaker and closest rival, roughly the same size, [authorized a $25 billion buyback on November 5](https://www.marketbeat.com/instant-alerts/filing-lam-research-corporation-lrcx-stock-brighton-jones-llc-grows-holdings-2026-11-08/), about 9% of its shares outstanding, on top of a $0.33 quarterly dividend [5]. KLA, the largest maker of chip-inspection equipment, returns 0.7% a year and its [insiders sold $42.2 million of stock in 90 days](https://www.marketbeat.com/instant-alerts/filing-kla-corporation-klac-stock-acquired-by-ethic-inc-2026-11-08/), including CEO Richard Wallace's 72,019 shares at $171.88 in September [3][6]. The votes shareholders withheld from three directors are the instrument they have when the dividend is small and the insider tape is one-sided. What to watch before the next annual meeting is whether KLA's board answers: with capital returns closer to its rival's, with a pay structure fewer shareholders oppose, or with director accountability. The record quarter and the 16% withhold campaign now sit on the same desk [2]. ## Takeaway KLA posted record revenue and a 46.1% operating margin, but shareholders withheld 187 million votes from three directors and the stock fell 13.3% the next day; a 0.7% dividend beside Lam Research's $25 billion buyback is the gap investors can vote on. ## Sources 1. [SEC EDGAR, KLA Corporation Form 8-K, filed 6 November 2026](https://www.sec.gov/Archives/edgar/data/319201/000119312526451824/0001193125-26-451824-index.htm) 2. [Yahoo Finance/Trefis, What Changed For KLA Stock, And What Did Not?, 7 November 2026](https://finance.yahoo.com/markets/stocks/articles/changed-kla-stock-did-not-091913821.html) 3. [MarketBeat, KLA Corporation $KLAC Stock Acquired by Ethic Inc., 8 November 2026](https://www.marketbeat.com/instant-alerts/filing-kla-corporation-klac-stock-acquired-by-ethic-inc-2026-11-08/) 4. [Yahoo Finance/Investing.com, This chip inspection leader fell 24.5% in a month: is the dip worth a look?, 6 November 2026](https://finance.yahoo.com/technology/articles/chip-inspection-leader-fell-24-115503476.html) 5. [MarketBeat, Lam Research Corporation $LRCX Stock: Brighton Jones LLC Grows Holdings, 8 November 2026](https://www.marketbeat.com/instant-alerts/filing-lam-research-corporation-lrcx-stock-brighton-jones-llc-grows-holdings-2026-11-08/) 6. [MarketBeat, KLA Corporation $KLAC Stock Acquired by Ethic Inc. (insider sale detail, CEO Wallace 72,019 shares), 8 November 2026](https://www.marketbeat.com/instant-alerts/filing-kla-corporation-klac-stock-acquired-by-ethic-inc-2026-11-08/) 7. [KLA, quarterly figures from its SEC filings, retrieved 8 November 2026](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000319201) --- KLA shareholders withheld 187 million votes as rival Lam Research authorized a $25 billion buyback — The Inference. Canonical: https://theinference.org/article/kla-shareholders-withheld-187-million-votes-as-rival-lam-research-authorized-a-25-billion-buyback