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ENTEGRIS INC 8-K Report, Shareholder Vote Results (Apr 26, 2023)

Filed April 26, 2023For Securities:ENTG

Summary

Entegris, Inc. (ENTG) held its 2023 Annual Meeting of Stockholders on April 26, 2023, where key governance matters were approved by a significant majority of voting shareholders. The meeting saw a strong turnout, with over 93% of outstanding shares represented, indicating robust investor engagement. All proposed director nominees were elected, and advisory votes on executive compensation and the frequency of future advisory votes also passed overwhelmingly. Additionally, the appointment of KPMG LLP as the company's independent auditor for 2023 was ratified. Beyond the standard shareholder votes, the Board of Directors announced a significant leadership transition. Bertrand Loy, the current President and CEO, has been appointed as the new Chair of the Board, succeeding Paul L.H. Olson who retired. James F. Gentilcore has been appointed Lead Independent Director, reinforcing the company's commitment to independent oversight. These leadership changes, coupled with the strong shareholder approval on governance matters, suggest a stable and well-supported direction for Entegris.

Key Highlights

  • 1All seven director nominees were overwhelmingly elected by shareholders.
  • 2Shareholders provided advisory approval for the company's executive compensation, with a high 'for' vote.
  • 3A substantial majority of shareholders voted for an annual advisory vote on executive compensation.
  • 4The appointment of KPMG LLP as the independent registered public accounting firm for 2023 was ratified.
  • 5Bertrand Loy, President and CEO, has been appointed as the new Chair of the Board.
  • 6James F. Gentilcore has been appointed as Lead Independent Director to enhance independent oversight.
  • 7A high quorum of 93.61% of outstanding shares entitled to vote were represented at the Annual Meeting.

Frequently Asked Questions

The main outcomes include the election of all seven director nominees, advisory approval of the company's executive compensation, a vote in favor of annual advisory votes on executive compensation, and ratification of KPMG LLP as the independent auditor. Additionally, there were leadership changes on the Board of Directors.

Bertrand Loy, who is also the President and CEO, has been appointed as the new Chair of the Board. James F. Gentilcore has been appointed as the Lead Independent Director.

Shareholder engagement was very high. Holders of 140,106,224 shares, or 93.61% of the outstanding shares entitled to vote, were represented at the Annual Meeting, which constituted a quorum.

The advisory vote, commonly known as 'Say-on-Pay,' allows shareholders to express their opinion on the company's executive compensation policies and decisions. The overwhelming approval indicates shareholder support for the company's compensation practices.