8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

November 22, 2010

Cabot Microelectronics Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-30205	36-4324765
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification)

870 Commons Drive, Aurora, Illinois	60504
(Address of principal executive offices)	(Zip Code)

(630) 375-6631

(Registrant’s telephone number, including area code)

Not applicable

(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:

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

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

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

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

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Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 22, 2010, the Board of Directors (the “Board”) of Cabot Microelectronics Corporation (the “Corporation”) and the Compensation Committee of the Board approved the performance goals for the Corporation upon which cash bonus awards that may be paid to the Corporation’s executive officers and other employees under the Corporation’s Annual Incentive Program (“AIP”) for the fiscal year ending September 30, 2011 (“Fiscal 2011”), are intended to be based.  The performance goals for Fiscal 2011 are financial goals that include earnings per share, gross margin, revenue, and a cash flow measure, and nonfinancial goals that include certain growth objectives.  Any cash bonus award amounts pursuant to the AIP will be determined for each participant based on lev els of attainment of the indicated goals by the Corporation, as well as the attainment of individual performance objectives, as assessed by the Compensation Committee of the Board using its discretion.  Such assessment may include consideration of macroeconomic and other factors, whether or not able to be generally foreseen, that may impact the Corporation’s performance during Fiscal 2011.

Item 8.01                      Other Events

On November 29, 2010, Cabot Microelectronics Corporation issued a press release entitled “Cabot Microelectronics Corporation Announces $125 Million Share Repurchase Program,” a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This information is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01                      Financial Statements and Exhibits.

(c)	Exhibits
	The following exhibit is being furnished, not filed, herewith pursuant to  Item 8.01 of Form 8-K:
	99.1           Press release, dated November 29, 2010, entitled “Cabot Microelectronics Corporation Announces $125 Million Share Repurchase Program.”

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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 hereunto duly authorized.

	CABOT MICROELECTRONICS CORPORATION
Date: November 29, 2010	By:	/s/ WILLIAM S. JOHNSON
		William S. Johnson
		Vice President and Chief Financial Officer
		[Principal Financial Officer]

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INDEX TO EXHIBITS

Exhibit Number	Title
99.1	Press release, dated November 29, 2010, entitled “Cabot Microelectronics Corporation Announces $125 Million Share Repurchase Program.”

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EX-99.1

EXHIBIT 99.1

PRESS RELEASE

 Contact:

 Amy Ford

 Director of Investor Relations

 Cabot Microelectronics Corporation

(630) 499-2600

CABOT MICROELECTRONICS CORPORATION ANNOUNCES

$125 MILLION SHARE REPURCHASE PROGRAM

AURORA, IL, November 29, 2010 – Cabot Microelectronics Corporation (NASDAQ: CCMP), the world's leading supplier of chemical mechanical planarization (CMP) polishing slurries and growing CMP pad supplier to the semiconductor industry, today announced that its Board of Directors has authorized a share repurchase program for up to $125 million of the company’s outstanding common stock.

The new program will commence following the completion of the company’s existing $75 million share repurchase program.  The current program has $15 million remaining, which reflects $10 million of share repurchases in the current quarter. The new program represents the company’s fourth and largest repurchase program.  Similar to the previous programs, the new program is expected to be funded from the company’s available cash balance.  Share repurchases will be made from time to time, depending on market conditions, in open market transactions, at management’s discretion.

"The decision to increase the investment in our shares reflects our confidence in the long-term value of Cabot Microelectronics and our ability to continue to generate strong cash flow, throughout industry and economic cycles,” stated William P. Noglows, Cabot Microelectronics' Chairman and Chief Executive Officer.  “Our robust financial model and effective operating strategy should allow us to execute this significant program while continuing to re-invest in our business through research and development, capital expenditures and acquisitions.”

ABOUT CABOT MICROELECTRONICS CORPORATION

Cabot Microelectronics Corporation, headquartered in Aurora, Illinois, is the world's leading supplier of CMP polishing slurries and growing CMP pad supplier to the semiconductor industry. The company's products play a critical role in the production of advanced semiconductor devices, enabling the manufacture of smaller, faster and more complex devices by its customers. The company's mission is to create value by developing reliable and innovative solutions, through close customer collaboration, that solve today's challenges and help enable tomorrow's technology. Since becoming an independent public company in 2000, the company has grown to approximately 925 employees on a global basis. For more information about Cabot Microelectronics Corporation, visit www.cabotcmp.com or contact Amy Ford, Director of Investor Relations at 630-499-26 00.

SAFE HARBOR STATEMENT

This news release may include statements that constitute “forward looking statements” within the meaning of federal securities regulations. These forward-looking statements include statements related to: future sales and operating results; company and industry growth, contraction or trends; growth or contraction of the markets in which the company participates; international events or various economic factors; product performance; the generation, protection and acquisition of intellectual property, and litigation related to such intellectual property; new product introductions; development of new products, technologies and markets; the acquisition of or investment in other entities; uses and investment of the company’s cash balance; and the construction of facilities by Cabot Microelectronics Corporation. These forwar d-looking statements involve a number of risks, uncertainties, and other factors, including those described from time to time in Cabot Microelectronics’ filings with the Securities and Exchange Commission (SEC), that could cause actual results to differ materially from those described by these forward-looking statements. In particular, see “Risk Factors" in the company’s annual report on Form 10-K for the fiscal year ended September 30, 2010, filed with the SEC. Cabot Microelectronics assumes no obligation to update this forward-looking information.