8-KCorporate ChangesExhibits & Filings

ENTEGRIS INC 8-K Report, Bylaw Amendment (Dec 22, 2008)

Filed December 22, 2008For Securities:ENTG

Summary

Entegris, Inc. (ENTG) filed an 8-K on December 22, 2008, reporting significant amendments to its By-Laws approved by the Board of Directors on December 17, 2008. The primary changes shift the voting standard for uncontested director elections from a plurality to a majority vote, enhancing corporate governance. This means directors will now need more 'for' votes than 'against' votes to be elected in situations without opposition. Furthermore, the amendments strengthen the advance notice procedures for stockholders wishing to nominate directors or present business at annual meetings. This includes requiring greater disclosure from stockholders about their ownership interests and any hedging or derivative transactions that could affect their voting power or mitigate risk, a response to the increasing use of such financial instruments by investors. These changes aim to improve transparency and shareholder accountability in the nomination and voting processes.

Key Highlights

  • 1Entegris, Inc. adopted a majority voting standard for uncontested director elections, replacing the previous plurality standard.
  • 2Directors failing to receive majority support in uncontested elections must submit an irrevocable resignation.
  • 3The Board of Directors will decide whether to accept an incumbent director's resignation within 90 days of election certification.
  • 4Advance notice procedures for shareholder nominations and proposals have been clarified and enhanced.
  • 5Shareholders proposing director nominations or business at annual meetings must disclose ownership interests and hedging activities.
  • 6The amendments require disclosure of derivative transactions used to mitigate loss, manage risk, or alter voting power.
  • 7These By-Law changes became effective on December 17, 2008.

Frequently Asked Questions

The most significant change is the adoption of a majority voting standard for uncontested director elections. This means director nominees need more votes cast 'for' them than 'against' them to be elected, an increase in shareholder influence compared to the previous plurality standard.

Under the new By-Laws, if an incumbent director fails to receive the required majority vote in an uncontested election, they must submit an irrevocable resignation. The Board of Directors will then consider this resignation and make a decision within 90 days, which will be publicly disclosed.

Entegris amended its advance notice procedures to require greater disclosure from shareholders submitting nominations or proposals. This is in response to the 'increased use by certain investors of derivative instruments that are not reflected in an investor’s beneficial ownership,' aiming to provide better transparency regarding a shareholder's true economic interest and voting intentions.

Shareholders submitting director nominations or proposals must now disclose their ownership interests in Entegris. Crucially, they must also disclose whether they or anyone acting on their behalf has entered into any hedging transactions, short positions, or other derivative transactions that could be used to mitigate loss, manage risk, benefit from share price changes, or increase voting power.