Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 26, 2023, Entegris, Inc. (the "Company") held its 2023 Annual Meeting
of Stockholders (the "Annual Meeting"). As of March 10, 2023, the record date
for the Annual Meeting, there were 149,663,380 shares of the Company's Common
Stock issued and outstanding and entitled to vote on the matters presented at
the Annual Meeting. Holders of 140,106,224 shares of the Company's Common Stock,
or 93.61% 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 Securities and Exchange Commission on
March 17, 2023, were voted upon and approved at the Annual Meeting:
1. To elect the following seven persons as directors to serve until the 2024
Annual Meeting of Stockholders:
VOTES VOTES BROKER
NOMINEE VOTES FOR AGAINST ABSTAINED NON-VOTES
James R. Anderson 134,218,207 232,775 78,947 5,576,295
Rodney Clark 131,561,705 2,888,947 79,277 5,576,295
James F. Gentilcore 130,579,157 3,875,467 75,305 5,576,295
Yvette Kanouff 132,717,825 1,738,107 73,997 5,576,295
James P. Lederer 131,538,953 2,915,468 75,508 5,576,295
Bertrand Loy 129,247,108 5,056,085 226,736 5,576,295
Azita Saleki-Gerhardt 125,718,651 8,714,979 96,299 5,576,295
2. To approve, on an advisory basis, the Company's Executive Compensation:
VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
121,999,223 10,431,426 2,099,280 5,576,295
3. To approve, on an advisory basis, the frequency of future advisory votes on
the Company's Executive Compensation:
1 YEAR 2 YEARS 3 YEARS VOTES ABSTAINED
133,157,200 29,093 1,265,808 77,828
4. To ratify the appointment of KPMG LLP as the Company's independent registered
public accounting firm for 2023:
VOTES FOR VOTES AGAINST VOTES ABSTAINED
132,680,366 7,385,140 40,718
Item 8.01. Other Events.
On April 26, 2023, the Board of Directors (the "Board") appointed Bertrand Loy,
President and Chief Executive Officer, as Chair of the Board, replacing Paul
L.H. Olson who retired as Chair of the Board effective as of the Annual Meeting.
In addition, independent director James F. Gentilcore has been appointed as Lead
Independent Director with responsibility for leading the Board's independent
oversight function.
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