ENTEGRIS INC 8-K

What Happened
Entegris, Inc. announced that at its virtual Annual Meeting on May 6, 2026, stockholders approved a Second Amended and Restated Certificate of Incorporation that removes all supermajority voting requirements and replaces them with a standard requiring a majority of the outstanding shares entitled to vote in director elections. The Company filed the amended certificate with the Delaware Secretary of State and the amendment became effective on May 7, 2026. The Board had previously approved amended bylaws to conform to the charter changes; those Amended and Restated By‑Laws also became effective on May 7, 2026.

Key Details

• Record date and turnout: 152,248,903 shares outstanding (record date March 20, 2026); 145,290,181 shares (≈95.4%) represented at the meeting (quorum).
• Charter amendment vote (eliminate supermajority): For 140,331,443; Against 150,232; Abstain 30,722; Broker non-votes 4,777,784. Amendment effective May 7, 2026.
• Director elections: Eight directors elected to serve until the 2027 meeting; e.g., Rodney Clark (139,469,586 for), Mary Puma (140,044,463 for); Dr. Azita Saleki‑Gerhardt received 134,362,315 for and 6,089,003 against.
• Other votes: Advisory approval of executive compensation (say-on-pay) — For 134,253,910; Ratification of KPMG LLP as auditor for 2026 — For 140,907,791. Management advisory to grant stockholders the right to call special meetings received a majority advisory For vote (111,313,502 For).

Why It Matters
Removing supermajority voting requirements lowers the vote threshold for future charter amendments and certain corporate actions, making it easier for changes to be approved by a simple majority of outstanding shares. For investors, this is a material corporate-governance change because it affects how readily the company’s governance documents can be modified and may influence shareholder rights and the dynamics of future proposals or transactions. The annual meeting also confirmed the board slate and reappointed the auditor, providing continuity in management and oversight.