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) May 6, 2026
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 6, 2026, Entegris, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. At the Annual Meeting,
the stockholders of the Company approved the adoption of the Company’s Second Amended and Restated Certificate of Incorporation, which eliminates all supermajority voting requirements and replaces them with a voting standard that requires the
affirmative vote of a majority of the then-outstanding shares entitled to vote generally in the election of directors. The Board of Directors of the Company (the “Board”) had previously approved the Second Amended and Restated Certificate of
Incorporation, subject to stockholder approval.
The Second Amended and Restated Certificate of Incorporation became effective immediately upon the Company’s filing of the Second Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware on May 7, 2026.
The foregoing description of the Second Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference
to the full text of the Second Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
On February 5, 2026, the Board approved the adoption of the Amended and Restated By-Laws of the Company to conform to the Second Amended and Restated Certificate of
Incorporation. The Board’s approval of the Amended and Restated By-Laws was contingent upon the stockholders’ approval of the Second Amended and Restated Certificate of Incorporation. The Amended and Restated By-Laws became effective on May 7,
2026. The foregoing description of the changes contained in the Amended and Restated By-Laws is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is attached hereto as Exhibit 3.2 and is
incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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The Company held its Annual Meeting on May 6, 2026. As of March 20, 2026, the record date for the Annual Meeting, there were 152,248,903 shares of the Company’s Common
Stock issued and outstanding and entitled to vote on the matters presented at the Annual Meeting. Holders of 145,290,181 shares of the Company’s Common Stock, or approximately 95.4% 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 proposals, which were described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on
March 23, 2026, were voted upon and approved at the Annual Meeting:
1. To elect the following eight persons as directors to serve until the 2027 Annual Meeting of Stockholders:
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NOMINEE
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VOTES FOR
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VOTES
AGAINST
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VOTES
ABSTAINED
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BROKER
NON-VOTES
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Rodney Clark
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139,469,586
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991,406
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51,405
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4,777,784
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James F. Gentilcore
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138,850,895
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1,597,686
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63,816
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4,777,784
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Yvette Kanouff
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137,724,345
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2,736,453
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51,599
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4,777,784
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James P. Lederer
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138,942,527
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1,506,980
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62,890
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4,777,784
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Bertrand Loy
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138,893,455
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1,556,433
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62,509
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4,777,784
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Mary Puma
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140,044,463
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418,003
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49,931
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4,777,784
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David Reeder
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139,008,330
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1,440,927
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63,140
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4,777,784
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Dr. Azita Saleki-Gerhardt
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134,362,315
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6,089,003
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61,079
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4,777,784
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2. To approve, on an advisory basis, the Company’s Executive Compensation:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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134,253,910
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6,187,374
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71,113
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4,777,784
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3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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140,907,791
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4,326,426
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55,964
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4. To approve amendments to Entegris, Inc.’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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140,331,443
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150,232
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30,722
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4,777,784
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5. To approve, on an advisory basis, providing stockholders the right to call special meetings of stockholders:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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111,313,502
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21,877,030
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7,321,865
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4,777,784
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6. Stockholder Proposal: Providing stockholders the right to call special meetings of stockholders:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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43,886,426
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96,343,817
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282,154
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4,777,784
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| Item 9.01. |
Financial Statements and Exhibits.
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| (d) |
Exhibits
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EXHIBIT INDEX
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Exhibit
No.
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Description
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Second Amended and Restated Certificate of Incorporation of Entegris, Inc.
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Amended and Restated By-Laws of Entegris, Inc.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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ENTEGRIS, INC.
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Dated: May 8, 2026
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By:
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/s/ Joseph Colella
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Name:
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Joseph Colella
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Title:
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Senior Vice President, General Counsel and Secretary
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