Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) April 30, 2015

 

 

ENTEGRIS, INC.

(Exact name of registrant as Specified in Charter)

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

 

000-32598   41-1941551

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

129 Concord Road, Billerica, MA   01821
(Address of principal executive offices)   (Zip Code)

(978) 436-6500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

Entegris, Inc. held its 2015 Annual Meeting of Stockholders on April 30, 2015 (the “Annual Meeting”). As of the record date for the Annual Meeting, March 13, 2015, 140,235,651 shares of the Registrant’s Common Stock were issued and outstanding and entitled to vote on the matters presented at the Annual Meeting. Holders of 134,926,741 shares of our Common Stock, or 96.21% of the outstanding shares entitled to be cast at the Annual Meeting, which constituted a quorum, were represented at the Annual Meeting in person or by proxy. The following are the voting results on proposals considered and voted upon at the Annual Meeting, all of which were described in Entegris’ 2015 Proxy Statement, filed with the Commission on March 27, 2015.

 

1. Votes regarding the persons elected to serve as directors for a term expiring in 2016 were as follows:

 

NOMINEE

   VOTES
FOR
     VOTES
AGAINST
     VOTES
ABSTAINED
     BROKER
NON-VOTES
 

Michael A. Bradley

     123,915,476         756,519         19,962         10,234,784   

Marvin D. Burkett

     124,011,716         660,061         20,180         10,234,784   

R. Nicholas Burns

     123,678,719         992,138         21,100         10,234,784   

Daniel W. Christman

     123,874,463         796,650         20,844         10,234,784   

James F. Gentilcore

     123,347,481         1,322,029         22,447         10,234,784   

James P. Lederer

     123,442,287         1,228,550         21,120         10,234,784   

Bertrand Loy

     123,982,183         695,459         14,315         10,234,784   

Paul L.H. Olson

     123,981,634         689,378         20,945         10,234,784   

Brian F. Sullivan

     123,925,673         744,545         21,739         10,234,784   

 

2. The appointment of KPMG LLP as our independent registered public accounting firm for 2014 was ratified. The voting results were as follows:

 

VOTES FOR

 

VOTES

AGAINST

 

VOTES

ABSTAINED

128,255,933   6,557,835   112,973

 

3. Advisory vote on Executive Compensation. The voting results were as follows:

 

VOTES FOR

 

VOTES
AGAINST

 

VOTES
ABSTAINED

 

BROKER

NON-VOTES

121,353,383   3,295,307   43,267   10,234,784

 

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4. Re-Approval of the Performance Criteria and Limitations for Awards under the Amended and Restated Entegris Incentive Plan. The voting results were as follows:

 

VOTES FOR

 

VOTES
AGAINST

 

VOTES
ABSTAINED

 

BROKER
NON-VOTES

123,266,512   1,391,408   34,037   10,234,784

 

5. Approval of the Performance Criteria and Limitations for Awards under 2010 Stock Plan, as amended. The voting results were as follows:

 

VOTES FOR

 

VOTES
AGAINST

 

VOTES
ABSTAINED

 

BROKER
NON-VOTES

123,193,270   1,457,968   40,719   10,234,784

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

ENTEGRIS, INC.
Dated: May 1, 2015 By

/s/ Peter W. Walcott

Peter W. Walcott,
Senior Vice President & General Counsel

 

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