UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 7, 2024
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Entegris, Inc.
(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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)
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 7, 2024 , the Board of Directors (the "Board") of Entegris, Inc. ("Entegris") appointed David Reeder as a director of Entegris. In addition, the Board appointed Mr. Reeder to serve on the Audit & Finance Committee of the Board. There is no arrangement or understanding between Mr. Reeder and any other persons or entities pursuant to which Mr. Reeder was appointed as a director. The Board has determined that Mr. Reeder qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Listing Rules and possesses the attributes of an “audit committee financial expert” as that term is defined in the rules of the U.S. Securities and Exchange Commission.
Upon his appointment to the Board, Mr. Reeder became entitled to a prorated portion of the standard non-employee directors' compensation for the period ending on May 31, 2024. As part of this standard non-employee director compensation, on March 7, 2024 , Mr. Reeder received a prorated award of 190 restricted stock units with restrictions lapsing on the earlier of the date of the 2024 Annual Meeting of Entegris Stockholders or the first anniversary of the award date. Mr. Reeder will also receive a prorated portion of the $95,000 annual retainer payable to non-employee directors, paid quarterly in advance. Non-employee directors are reimbursed for their out-of-pocket expenses incurred in connection with services as a director.
In addition, Entegris has entered into an indemnity agreement with Mr. Reeder in connection with his services as a member of the Board. The form of indemnity agreement is filed as Exhibit 10.30 to Entegris' Annual Report on Form 10-K for the fiscal year ended August 27, 2005, filed with the U.S. Securities and Exchange Commission on November 23, 2005.
There are no transactions between Entegris and Mr. Reeder that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the news release announcing the appointment of Mr. Reeder to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| EXHIBIT INDEX | |||||
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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: March 7, 2024 | By: | /s/ Joseph Colella | ||||||
| Name: | Joseph Colella | |||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||
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