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ENTEGRIS INC 8-K Report, Bylaw Amendment (May 8, 2026)

Filed May 8, 2026For Securities:ENTG

Summary

Entegris, Inc. (ENTG) filed an 8-K on May 8, 2026, reporting on its 2026 Annual Meeting of Stockholders. The primary focus of this filing is the approval of the Second Amended and Restated Certificate of Incorporation, which effectively eliminates supermajority voting requirements. This change transitions the company to a simple majority vote standard for most significant corporate actions, aiming to streamline decision-making processes. Stockholder approval was obtained at the Annual Meeting held on May 6, 2026, and the amendment became effective on May 7, 2026. In addition to the charter amendment, the filing details the outcomes of other proposals voted on during the Annual Meeting. These include the election of eight directors, advisory approval of executive compensation, ratification of KPMG LLP as the independent auditor, and advisory votes on providing stockholders the right to call special meetings. The results indicate strong support for the board's slate of directors and the auditor ratification, while advisory votes on special meeting rights showed mixed results, with a shareholder proposal to grant this right failing to pass.

Key Highlights

  • 1Entegris, Inc. stockholders approved the elimination of supermajority voting requirements in the company's Certificate of Incorporation, replacing them with a majority vote standard.
  • 2The Second Amended and Restated Certificate of Incorporation became effective on May 7, 2026, following stockholder approval at the May 6, 2026 Annual Meeting.
  • 3All eight nominated directors were elected to serve until the 2027 Annual Meeting of Stockholders.
  • 4Stockholders provided advisory approval for the company's executive compensation.
  • 5KPMG LLP was ratified as Entegris' independent registered public accounting firm for 2026.
  • 6An advisory proposal to grant stockholders the right to call special meetings received majority approval.
  • 7A separate stockholder proposal to provide the right to call special meetings failed to gain majority support.

Frequently Asked Questions

The most significant change is the elimination of supermajority voting requirements in Entegris' Certificate of Incorporation. This means that most corporate decisions will now require a simple majority of outstanding shares entitled to vote, rather than a higher threshold, potentially speeding up decision-making.

The proposal to approve amendments to Entegris, Inc.'s Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements was overwhelmingly approved by stockholders at the Annual Meeting, with a significant majority voting 'for' the proposal.

There were two proposals related to calling special meetings. The advisory proposal for providing stockholders the right to call special meetings was approved. However, a separate stockholder proposal seeking to grant this right failed to receive majority support.

No changes to the Board of Directors were announced as a result of this filing. The 8-K confirms that all eight nominated directors were elected by stockholders to serve until the 2027 Annual Meeting of Stockholders.