8-KLeadership ChangesExhibits & Filings

ENTEGRIS INC 8-K Report, Executive Changes (Apr 26, 2013)

Filed April 26, 2013For Securities:ENTG

Summary

This 8-K filing from Entegris, Inc. (ENTG) dated April 26, 2013, primarily reports an amendment to the Executive Change in Control Termination Agreement for its President and CEO, Bertrand Loy. The key modification removes the "change in control tax gross up" provisions from the agreement. This amendment is significant for investors as it adjusts the compensation and severance terms for a key executive in the event of a change in control. Specifically, the removal of tax gross-ups means that in such a scenario, Mr. Loy would no longer be reimbursed by the company for any excise taxes that might be triggered by his severance payments. This change could affect the net payout Mr. Loy would receive and potentially reduce the financial liability for the company in a change of control situation.

Key Highlights

  • 1Amendment No. 1 to the Executive Change in Control Termination Agreement for CEO Bertrand Loy was executed on April 26, 2013.
  • 2The amendment removes the "change in control tax gross up" provisions from Mr. Loy's agreement.
  • 3This change affects potential severance payments to the CEO in the event of a change in control.
  • 4The company is reducing its potential financial exposure related to excise taxes on severance for the CEO.
  • 5The filing indicates a formal adjustment to executive compensation and severance arrangements.
  • 6Exhibit 99.1 contains the full text of the amendment.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report an amendment to the Executive Change in Control Termination Agreement for Entegris's President and CEO, Bertrand Loy. Specifically, it details the removal of "change in control tax gross up" provisions.

This provision typically means that if a change in control occurs and the executive receives severance payments that are subject to excise taxes, the company would cover the cost of those taxes. By removing this provision, Mr. Loy will now be responsible for any such taxes himself, reducing the company's financial obligation in a change of control scenario.

No, this filing does not indicate that a change in control is imminent. It is a proactive amendment to an existing agreement, adjusting the terms of executive compensation and severance in the event such a change were to occur in the future.

Based on the provided text, this 8-K filing is focused solely on the executive agreement amendment. There are no other financial statements, operational updates, or material business events reported in this specific filing excerpt.