8-K/AEarnings & ResultsLeadership ChangesMaterial Agreements+1

ENTEGRIS INC 8-K/A Report, Material Agreement (Dec 17, 2012)

Filed December 17, 2012For Securities:ENTG

Summary

This Form 8-K/A filing by Entegris, Inc. (ENTG) serves as an amendment to a prior 8-K report filed on October 24, 2012. The primary purpose of this amendment is to provide crucial details regarding the new Executive Employment Agreement (CEO Agreement) for Bertrand Loy, who has been appointed as the new President and Chief Executive Officer, effective November 28, 2012. This agreement outlines Mr. Loy's compensation, including a base salary of $625,000 and variable compensation potential of 100% of base salary, along with participation in long-term incentive and equity awards. The filing also clarifies the terms of his severance benefits and non-compete clauses. Furthermore, this amendment formally incorporates information about Mr. Loy's employment agreement, which was not fully available at the time of the original filing. It also reiterates the resignation of former CEO Gideon Argov and the prior announcements regarding Mr. Loy's appointment as President and director. Investors should note that this amendment supplements the original 8-K, which also covered Entegris' third-quarter 2012 financial results and Mr. Argov's departure.

Key Highlights

  • 1Amendment to a previous 8-K filing, primarily to detail the new CEO employment agreement.
  • 2Bertrand Loy appointed as President and CEO, effective November 28, 2012.
  • 3Mr. Loy's CEO Agreement includes a base salary of $625,000 and potential variable compensation of 100% of base salary.
  • 4Mr. Loy is eligible for long-term incentives and equity awards as determined by the Board.
  • 5The CEO Agreement features a two-year initial term with automatic annual renewal, subject to a 60-day non-renewal notice.
  • 6Severance provisions include two years of salary continuation and continued vesting/exercisability of equity awards if terminated without cause or for good reason.
  • 7The agreement includes standard non-competition, non-solicitation, and confidentiality covenants from Mr. Loy.

Frequently Asked Questions

The primary purpose of this amended 8-K filing is to provide investors with the details of the Executive Employment Agreement (CEO Agreement) for Bertrand Loy, the newly appointed President and CEO. This information was not fully available when the original 8-K was filed.

Mr. Loy's CEO Agreement includes a base salary of $625,000 per year. He is also eligible for variable compensation targeted at 100% of his base salary, participation in the Long Term Incentive Program, and discretionary equity awards from the Board.

In the event of termination by the company without cause or by Mr. Loy for 'good reason,' he is entitled to two years of continued salary and all outstanding equity awards will continue to vest and remain exercisable according to their original schedules.

The CEO Agreement has an initial term of two years and is subject to automatic annual renewal unless the Board provides a 60-day notice of non-renewal prior to the end of the then-current term.