8-KLeadership ChangesExhibits & Filings

ENTEGRIS INC 8-K Report, Executive Changes (Jan 20, 2005)

Filed January 20, 2005For Securities:ENTG

Summary

Entegris, Inc. (ENTG) filed an 8-K report on January 20, 2005, to announce a key executive leadership change. Effective January 18, 2005, Michael W. Wright was appointed President, in addition to his existing role as Chief Operating Officer. This move sees CEO James E. Dauwalter relinquish the President title he had held. The company's Board of Directors ratified this appointment. Mr. Wright has a significant history with Entegris, having joined in 1998 and progressively taken on more senior roles, including leadership of the microelectronics group and COO since June 2002. The filing also details the 'Change of Control' employment agreement for Mr. Wright, originally executed in August 2002. This agreement outlines specific compensation and benefits Mr. Wright would receive if his employment is terminated without cause or if there's a material adverse change in his role or location within a certain timeframe following a defined 'Change of Control' event. These provisions are designed to ensure executive retention and provide protection during potential company transitions, a common practice for publicly traded companies aiming to secure key talent.

Key Highlights

  • 1Michael W. Wright appointed President, retaining his Chief Operating Officer title.
  • 2CEO James E. Dauwalter steps down as President, a role he previously held.
  • 3The Board of Directors ratified Mr. Wright's appointment.
  • 4Mr. Wright has held various senior roles at Entegris since 1998.
  • 5Details provided on Mr. Wright's 'Change of Control' employment agreement.
  • 6The agreement offers specific compensation and benefits upon termination without cause following a Change of Control event.
  • 7The Change of Control definition includes mergers, asset sales, or beneficial ownership of 50% or more of company stock.
  • 8The purpose of the employment agreements is to enhance the company's ability to hire and retain key personnel.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report a significant executive leadership change at Entegris, Inc., specifically the appointment of Michael W. Wright as President, and to provide details regarding his Change of Control employment agreement.

The appointment of Michael W. Wright as President, in addition to his COO role, suggests a further consolidation of operational leadership under his purview and potentially an increased scope of responsibilities. It also indicates continued confidence in his leadership by CEO James E. Dauwalter and the Board of Directors.

In the event of a 'Change of Control' at Entegris, if Mr. Wright is terminated without cause or experiences a significant negative change in his employment conditions (duties, location, etc.), he is entitled to 12 months of base salary and benefits, a lump sum payment equal to his annual bonus target, and immediate vesting of all unvested stock options. This is intended to provide him with security and align his interests with potential company transitions.

Change of Control agreements are standard practice for public companies and are designed to ensure the retention and motivation of key executive talent. They provide executives with financial security and protection in situations where the company's ownership or control changes, potentially leading to job uncertainty or significant role alterations.