Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
________________________________________
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) May 24, 2017
 
 _______________________________________
 Entegris, Inc.
(Exact name of registrant as specified in its charter)
 _______________________________________
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
 
001-32598
 
41-1941551
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
129 Concord Road, Billerica, MA
 
01821
(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)
 _______________________________________________________
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 12b­2 of the Securities Exchange Act of 1934 (§240.12b­2 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As described in Item 5.07 below, Entegris, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on May 24, 2017. At the Annual Meeting, the Company’s stockholders approved the Second Amended and Restated Entegris Incentive Plan (the “Plan”) to increase the maximum total dollar value of any performance-based cash awards or other cash-based awards that can be paid to any participant in a single fiscal year from $1,000,000 to $3,000,000. The Plan had previously been approved, subject to stockholder approval, by the Board of Directors of the Company. 
The terms and conditions of the Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2017 (the “Proxy Statement”), under “Proposal 5 - Approval of the Second Amended and Restated Entegris Incentive Plan”. The Company provided the Plan to stockholders of the Company as Appendix A to the Proxy Statement.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
On May 24, 2017, the Company held its Annual Meeting. As of the record date for the Annual Meeting, April 7, 2017, 141,704,104 shares of the Company's Common Stock were issued and outstanding and entitled to vote on the matters presented at the Annual Meeting. Holders of 135,041,925 shares of the Company's Common Stock, or 95.29% 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 Proxy Statement, were voted upon and approved at the Annual Meeting:
1. To elect the following eight persons as directors to serve until the 2018 Annual Meeting of Stockholders:
NOMINEE
  
VOTES FOR
  
VOTES
AGAINST
  
VOTES
ABSTAINED
  
BROKER
NON-VOTES
Michael A. Bradley
  
114,108,142
  
13,782,248
  
24,227
  
7,127,308
R. Nicholas Burns
  
124,004,620
  
3,887,560
  
22,437
  
7,127,308
Daniel W. Christman
  
114,059,723
  
13,831,135
  
23,759
  
7,127,308
James F. Gentilcore
  
127,340,853
  
550,309
  
23,455
  
7,127,308
James P. Lederer
  
127,311,691
  
579,454
  
23,472
  
7,127,308
Bertrand Loy
  
124,942,659
  
2,950,233
  
21,725
  
7,127,308
Paul L.H. Olson
  
124,272,636
  
3,620,277
  
21,704
  
7,127,308
Brian F. Sullivan
  
114,061,358
  
13,821,605
  
21,654
  
7,127,308
 2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2017:    
VOTES FOR
 
VOTES AGAINST
 
VOTES ABSTAINED
117,892,575
 
17,120,316
 
29,034





3.    To approve, on an advisory basis, the Company’s Executive Compensation:
VOTES FOR
 
VOTES AGAINST
 
VOTES ABSTAINED
 
BROKER NON-VOTES
125,186,655
 
2,696,523
 
31,439
 
7,127,308
4.    To approve, on an advisory basis, the preferred frequency of future stockholder advisory votes on the Company's Executive Compensation:
1 YEAR
 
2 YEARS
 
3 YEARS
 
VOTES ABSTAINED
113,806,039
 
39,705
 
14,057,942
 
10,931
In light of the outcome of such vote, the Company has determined to submit the advisory vote on Executive Compensation to shareholders on an annual basis until the next required vote on the frequency of stockholder votes on the Company's Executive Compensation.
5.    To approve the Second Amended and Restated Entegris Incentive Plan:
VOTES FOR
 
VOTES AGAINST
 
VOTES ABSTAINED
 
BROKER NON-VOTES
114,279,827
 
13,606,170
 
28,620
 
7,127,308
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
 
Description
10.1
 
Second Amended and Restated Entegris Incentive Plan






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: May 24, 2017            
By: /s/ Sue Lee                
Name: Sue Lee
Title: Senior Vice President and General Counsel







EXHIBIT INDEX
     
Exhibit
No.
 
Description
10.1
 
Second Amended and Restated Entegris Incentive Plan