8-KShareholder Matters

ENTEGRIS INC 8-K Report, Shareholder Vote Results (May 1, 2015)

Filed May 1, 2015For Securities:ENTG

Summary

This Form 8-K filing from Entegris, Inc. reports on the outcomes of its 2015 Annual Meeting of Stockholders held on April 30, 2015. The meeting saw strong shareholder support for the election of all nine director nominees, indicating confidence in the current board's leadership. Additionally, shareholders overwhelmingly ratified the appointment of KPMG LLP as the independent registered public accounting firm for the upcoming fiscal year, a routine but important vote for financial oversight. The filing also details the results of advisory votes on executive compensation and the re-approval of performance criteria for incentive and stock plans. While the advisory vote on executive compensation received majority support, the substantial number of broker non-votes suggests a segment of shareholders may not have actively participated in this specific resolution. The re-approval of the incentive and stock plans also garnered significant shareholder backing, reflecting continued alignment with the company's long-term incentive structures.

Key Highlights

  • 1All nine director nominees for the term expiring in 2016 were elected with substantial majority votes.
  • 2KPMG LLP was ratified as Entegris's independent registered public accounting firm for 2015 by a significant margin.
  • 3An advisory vote on executive compensation received majority approval from participating shareholders.
  • 4Shareholders re-approved the performance criteria and limitations for awards under the Amended and Restated Entegris Incentive Plan.
  • 5The performance criteria and limitations for awards under the 2010 Stock Plan, as amended, were also approved by shareholders.
  • 6A quorum was met, with 96.21% of outstanding shares represented at the Annual Meeting, indicating strong shareholder engagement.
  • 7A notable number of broker non-votes (10,234,784 shares) were recorded across multiple proposals, particularly for the advisory vote on executive compensation and the plan approvals.

Frequently Asked Questions

The 2015 Annual Meeting of Stockholders resulted in the election of all nine director nominees, the ratification of KPMG LLP as the independent auditor, and the approval of advisory votes on executive compensation and the company's incentive and stock plans. Overall, shareholder support was strong for the nominated directors and auditor appointment, with advisory votes also receiving majority approval from participants.

The advisory vote on executive compensation received majority approval. However, there were a significant number of broker non-votes (over 10 million shares) for this proposal, which means that while the majority of shareholders who voted were in favor, a substantial portion of shares were not actively voted on this specific matter by their brokers. This could indicate a lack of active endorsement rather than strong consensus from all shareholders.

Yes, the company's incentive and stock plans remain in effect. Shareholders voted to re-approve the performance criteria and limitations for awards under both the Amended and Restated Entegris Incentive Plan and the 2010 Stock Plan, as amended. This approval is necessary for the company to continue granting awards under these plans.

A quorum was established, with 134,926,741 shares, representing 96.21% of the outstanding shares entitled to vote, present in person or by proxy at the Annual Meeting. This indicates a high level of shareholder participation.