Entegris Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Plastic Products
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
________________________________________
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 23, 2025
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Entegris, Inc.
(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(978 ) 436-6500
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 23, 2025, Entegris, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). As of March 7, 2025, the record date for the Annual Meeting, there were 151,321,346 shares of the Company's Common Stock issued and outstanding and entitled to vote on the matters presented at the Annual Meeting. Holders of 141,582,663 shares of the Company's Common Stock, or approximately 93.6% of the outstanding shares entitled to be cast at the Annual Meeting, which constituted a quorum, were represented at the Annual Meeting in-person or by proxy. The following proposals, which were described in the Company's definitive proxy statement (the "Proxy Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") on March 17, 2025, were voted upon and approved at the Annual Meeting:
1. To elect the following eight persons as directors to serve until the 2026 Annual Meeting of Stockholders:
| NOMINEE | VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | ||||||||||||||||||||||
| Rodney Clark | 134,221,521 | 1,186,138 | 65,797 | 6,109,207 | ||||||||||||||||||||||
| James F. Gentilcore | 130,500,966 | 4,905,871 | 66,619 | 6,109,207 | ||||||||||||||||||||||
| Yvette Kanouff | 132,044,832 | 3,363,300 | 65,324 | 6,109,207 | ||||||||||||||||||||||
| James P. Lederer | 133,690,105 | 1,715,808 | 67,543 | 6,109,207 | ||||||||||||||||||||||
| Bertrand Loy | 125,950,345 | 9,459,901 | 63,210 | 6,109,207 | ||||||||||||||||||||||
| Mary Puma | 132,894,837 | 2,486,189 | 92,430 | 6,109,207 | ||||||||||||||||||||||
| David Reeder | 127,845,238 | 7,561,740 | 66,478 | 6,109,207 | ||||||||||||||||||||||
| Dr. Azita Saleki-Gerhardt | 127,452,484 | 7,926,273 | 94,699 | 6,109,207 | ||||||||||||||||||||||
2. To approve, on an advisory basis, the Company’s Executive Compensation:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||||||||
| 104,514,014 | 30,881,026 | 78,416 | 6,109,207 | |||||||||||||||||
3. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2025:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | ||||||||||||
| 134,422,732 | 7,085,395 | 74,536 | ||||||||||||
4. Stockholder proposal regarding simple majority voting:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | ||||||||
| 119,697,413 | 13,595,286 | 697,769 | 7,587,281 | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ENTEGRIS, INC. | ||||||||
| Dated: April 23, 2025 | By: | /s/ Joseph Colella | ||||||
| Name: | Joseph Colella | |||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||