8-KCorporate ChangesExhibits & Filings

ENTEGRIS INC 8-K Report, Bylaw Amendment (Dec 9, 2022)

Filed December 9, 2022For Securities:ENTG

Summary

Entegris, Inc. (ENTG) filed an 8-K on December 9, 2022, to report significant amendments to its Amended By-Laws, effective December 8, 2022. The most impactful change for investors is the introduction of a "proxy access" right. This allows eligible stockholders, individually or as a group, to nominate director candidates and have them included in the company's proxy materials, subject to specific ownership thresholds and holding periods. These amendments are designed to align the Company's governance with updated regulatory requirements, notably SEC Rule 14a-19 regarding universal proxy card rules. The addition of proxy access provides a mechanism for shareholders to have a more direct role in board composition, potentially increasing accountability and alignment with shareholder interests. Investors should review the full details of the amended By-Laws to understand the precise requirements for utilizing proxy access and other governance updates.

Key Highlights

  • 1Entegris, Inc. has amended its By-Laws, effective December 8, 2022.
  • 2Key amendment introduces a 'proxy access' right for stockholders.
  • 3Proxy access allows eligible stockholders to nominate director candidates for inclusion in company proxy materials.
  • 4Eligibility for proxy access requires owning 3% or more of outstanding common stock continuously for at least three years.
  • 5Nominations can include up to the greater of 20% of the Board or two directors.
  • 6By-Laws updated to comply with SEC Rule 14a-19 (universal proxy card rules).
  • 7Other technical and conforming changes were made, including updates related to Delaware law on stockholder lists and virtual meetings.

Frequently Asked Questions

Proxy access is a by-law provision that allows certain long-term shareholders to nominate director candidates and have those nominees included in the company's official proxy materials for annual meetings. This provides shareholders with a more direct way to influence board composition and potentially enhance corporate governance and accountability, ensuring the board remains aligned with shareholder interests.

To utilize proxy access, a stockholder, or a group of up to 20 stockholders, must collectively own at least 3% of Entegris' outstanding common stock continuously for a minimum of three years. Additionally, both the nominating stockholder(s) and the proposed director nominee(s) must meet specific requirements outlined in the amended By-Laws.

Under the new By-Laws, eligible stockholders can nominate director candidates constituting up to the greater of 20% of the Board of Directors or two directors.

Yes, the By-Laws have been updated to ensure compliance with SEC Rule 14a-19, which governs the use of universal proxy cards. Additionally, technical and conforming changes have been made to reflect recent amendments to Delaware General Corporation Law, specifically concerning stockholder lists and procedures for virtual stockholder meetings.