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) ~~April~~May 296, 2026

Entegris, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32598	41-1941551
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

129 Concord Road, Billerica, MA		01821
(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)

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value per share		ENTG		The Nasdaq Stock Market LLC

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.~~03 ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ofBylaws; ~~Certain~~Change ~~Officers;~~in ~~Compensatory~~Fiscal ~~Arrangements of Certain Officers~~Year.

On ~~April~~May 306, 2026, Entegris, Inc., ~~a Delaware corporation~~ (the “Company”), ~~announced~~held ~~the~~its ~~appointment~~2026 ofAnnual ~~Sukhi~~Meeting ~~Nagesh~~of asStockholders (the ~~Company’s~~“Annual ~~Senior~~Meeting”) ~~Vice~~virtually ~~President~~via ~~and~~live ~~Chief Financial~~webcast. ~~Officer,~~At ~~effective~~the asAnnual ~~of May 18~~Meeting, ~~2026 (~~ the ~~“Effective~~stockholders ~~Date”). Mr.~~of ~~Nagesh~~the ~~will~~Company ~~succeed~~approved ~~Michael~~the ~~Sauer,~~adoption ~~who~~of ~~has been serving as~~ the Company’s ~~Interim~~Second ~~Chief~~Amended ~~Financial~~and ~~Officer~~Restated ~~since~~Certificate ~~March~~of 1Incorporation, ~~2026. On~~which ~~the~~eliminates ~~Effective~~all ~~Date,~~supermajority ~~Mr.~~voting ~~Sauer~~requirements ~~will~~and ~~cease serving~~replaces asthem ~~the~~with ~~Company’s~~a ~~Interim~~voting ~~Chief~~standard ~~Financial~~that ~~Officer~~requires ~~and~~the affirmative ~~will~~vote ~~continue~~of ~~serving~~a asmajority ~~Vice~~of ~~President,~~the ~~Chief~~then-outstanding ~~Accounting~~shares ~~Officer. Mr.~~entitled ~~Sauer's~~to ~~departure~~vote ~~from~~generally in the ~~Interim~~election ~~Chief~~of ~~Financial~~directors. ~~Officer~~The ~~role~~Board isof ~~not~~Directors of the ~~result~~Company of(the ~~any~~“Board”) ~~disagreement~~had ~~with~~previously approved the ~~Company~~ onSecond ~~any~~Amended ~~matter~~and ~~relating~~Restated toCertificate ~~its operations~~of Incorporation, ~~policies,~~subject orto ~~practices~~stockholder approval.

~~Appointment~~The Second Amended and Restated Certificate of ~~Sukhi~~Incorporation ~~Nagesh~~became aseffective ~~Chief~~immediately ~~Financial~~upon ~~Officer~~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.

~~Mr.~~The ~~Nagesh,~~foregoing ~~age~~description ~~55,~~of isthe aSecond ~~seasoned~~Amended ~~finance~~ and ~~strategy~~Restated ~~executive~~Certificate ~~with nearly 30 years~~ of ~~experience~~Incorporation ~~leading~~does ~~global~~not ~~financial~~purport ~~operations,~~to ~~corporate~~be ~~strategy,~~complete and ~~complex capital~~is ~~markets~~qualified ~~transactions~~ in ~~the~~its ~~semiconductor~~entirety ~~and~~by ~~technology~~reference to ~~industries. Mr. Nagesh will join~~ the ~~Company~~full ~~having~~text ~~most recently served as Head~~ of ~~Corporate~~the ~~Development~~Second ~~and~~Amended ~~M&A at The Nielsen Company, a global data~~ and ~~analytics~~Restated ~~company,~~Certificate ~~since October 2023. Prior to that, Mr. Nagesh served as Vice President~~ of ~~Corporate Development~~Incorporation, ~~Strategy and Investor Relations at GlobalFoundries Inc.,~~ a ~~semiconductor~~copy ~~manufacturing~~of ~~company,~~which ~~from~~is ~~June~~filed ~~2018 until January 2023. Mr. Nagesh has also held leadership roles at Marvell Technology, Inc., a semiconductor solutions company. Earlier in his career, Mr. Nagesh worked~~ as aExhibit ~~semiconductor research analyst at Deutsche Bank and SG Cowen~~3. ~~Before~~1 ~~that,~~to ~~Mr.~~this ~~Nagesh~~Current ~~worked~~Report ason anForm ~~engineer~~8-K and inincorporated ~~product marketing~~herein atby ~~semiconductor companies such as Applied Materials, Brooks Automation and Asyst Technologies~~reference. Mr. Nagesh holds a Bachelor of Engineering in mechanical engineering from Bangalore University, a Master of Science degree in mechanical engineering from Colorado State University, and a Master of Business Administration degree from New York University’s Stern School of Business.

On ~~April~~February 295, 2026, the ~~Company~~Board ~~and~~approved ~~Mr.~~the ~~Nagesh~~adoption ~~entered~~of ~~into an offer letter agreement (~~the ~~“Offer~~Amended ~~Letter”). The~~and ~~Offer~~Restated ~~Letter~~By-Laws ~~provides~~of ~~that~~the ~~Mr.~~Company ~~Nagesh~~to ~~will~~conform ~~receive~~to athe ~~base salary~~Second ofAmended ~~$590,000 per year~~ and ~~will~~Restated beCertificate ~~eligible~~of Incorporation. toThe ~~receive~~Board’s anapproval ~~annual~~of ~~target~~the ~~bonus~~Amended ~~under~~and ~~the~~Restated ~~Entegris~~By-Laws ~~Incentive~~was ~~Plan,~~contingent ~~which~~upon is the ~~Company~~stockholders’s ~~short-term~~approval ~~incentive~~of ~~compensation~~the ~~plan,~~Second ~~equal~~Amended toand ~~70%~~Restated Certificate of ~~his~~Incorporation. ~~annual~~The ~~base~~Amended ~~salary,~~and ~~which~~Restated ~~such~~By-Laws ~~target~~became ~~bonus~~effective ~~will be~~on ~~prorated~~May ~~for~~ 7, 2026. The ~~Offer~~foregoing ~~Letter~~description ~~further~~of ~~provides~~the ~~that~~changes ~~Mr.~~contained ~~Nagesh~~in isthe ~~also~~Amended ~~eligible~~and toRestated ~~receive~~By-Laws ais ~~sign-on~~qualified ~~bonus~~in ofits ~~$200,000,~~entirety ~~subject~~by reference to ~~repayment~~the infull text of the ~~event~~Amended ~~that~~and ~~Mr.~~Restated ~~Nagesh~~By-Laws, ~~voluntarily~~a ~~resigns~~copy ~~from~~of ~~the~~which ~~Company~~is ~~within~~attached 12hereto ~~months~~as ~~following~~Exhibit ~~his~~3.2 and is ~~date~~ incorporated ofherein ~~hire~~by reference.

~~The~~Item ~~Offer Letter further provides that, in connection with his appointment as Senior Vice President and Chief Financial Officer of the Company, Mr~~5. ~~Nagesh will be awarded an initial equity grant with a target grant date value of $2,100,000 (the “Initial Equity Award”)~~07. ~~The~~ ~~Initial~~Submission ~~Equity Award will consist~~ of ~~50%~~Matters ~~time-based restricted share units and 50% performance share units on substantially the same vesting schedule, terms and conditions applicable~~ to ~~awards~~a ~~granted~~Vote ~~to the other executive officers~~ of ~~the~~Security ~~Company~~Holders.

The ~~Offer~~Company ~~Letter~~held ~~further~~its ~~provides~~Annual ~~that~~Meeting ~~Mr.~~on ~~Nagesh~~May ~~and~~6, ~~the~~2026. ~~Company~~As ~~will~~of ~~enter~~March ~~into~~20, 2026, the ~~Company’s~~record ~~Executive~~date ~~Change~~for inthe ~~Control~~Annual ~~Termination Agreement~~Meeting, ~~the~~there ~~form~~were of152,248,903 ~~which~~shares ~~is filed~~of ~~as Exhibit 10.1 to~~ the Company’s ~~Annual~~Common Stock ~~Report~~issued onand ~~Form~~outstanding ~~10-K~~and ~~filed~~entitled ~~with~~to ~~the~~vote ~~SEC~~ on ~~February~~the ~~29,~~matters ~~2016. The~~presented ~~Offer~~at ~~Letter~~the ~~also~~Annual ~~provides~~Meeting. ~~that~~Holders inof ~~the~~145,290,181 ~~event~~shares ~~that~~of the Company ~~terminates Mr. Nagesh~~’s ~~employment~~Common ~~without cause and other than in connection with a change in control then~~Stock, ~~subject~~or toapproximately ~~the~~95.4% ~~timely execution and nonrevocation~~ of athe ~~release~~outstanding ofshares ~~claims~~entitled into ~~favor~~be ofcast at the ~~Company~~Annual Meeting, ~~Mr.~~which ~~Nagesh~~constituted ~~will be eligible to receive (i)~~ a ~~lump-sum~~quorum, ~~cash~~were ~~severance~~represented ~~payment~~at ~~equal~~the toAnnual ~~his~~Meeting ~~then~~in-~~current~~person ~~annual base~~or ~~salary~~by ~~and~~proxy. ~~(ii)~~The ~~twelve~~following ~~months~~proposals, ofwhich ~~subsidized~~were ~~medical~~described ~~coverage. Mr.~~in ~~Nagesh will also enter into~~ the Company’s ~~standard~~definitive ~~form~~proxy ofstatement ~~indemnification agreement for executive officers, a copy of which was~~ filed aswith ~~Exhibit~~the 10U.30S. toSecurities ~~the~~and ~~Company’s~~Exchange ~~Annual Report~~Commission on March ~~Form~~23, ~~10-K~~2026, ~~for~~were ~~the~~voted ~~fiscal~~upon ~~year~~and ~~ended~~approved ~~August~~at ~~27,~~the ~~2005.~~Annual Meeting:

~~There has been no arrangement or understanding between Mr~~1. To ~~Nagesh~~elect ~~and any other person pursuant to which Mr. Nagesh was selected to his position at~~ the ~~Company. Additionally,~~following ~~Mr.~~eight ~~Nagesh~~persons isas ~~not~~directors ~~a party~~ to ~~any~~serve ~~transaction~~until that would require disclosure under Item 404(a) of Regulation S-K. Furthermore, there is no family relationship between Mr. Nagesh and any director, executive officer, or person nominated or chosen by the ~~Company~~2027 toAnnual ~~become~~Meeting ~~a director or executive officer~~ of ~~the Company.~~Stockholders:

A copy of the press release announcing the appointment of Mr. Nagesh as the Company’s Senior Vice President and Chief Financial Officer is attached as Exhibit 99.1 and incorporated herein by reference.

NOMINEE	VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
Rodney Clark	139,469,586	991,406	51,405	4,777,784
James F. Gentilcore	138,850,895	1,597,686	63,816	4,777,784
Yvette Kanouff	137,724,345	2,736,453	51,599	4,777,784
James P. Lederer	138,942,527	1,506,980	62,890	4,777,784
Bertrand Loy	138,893,455	1,556,433	62,509	4,777,784
Mary Puma	140,044,463	418,003	49,931	4,777,784
David Reeder	139,008,330	1,440,927	63,140	4,777,784
Dr. Azita Saleki-Gerhardt	134,362,315	6,089,003	61,079	4,777,784

~~The~~2. To ~~above description is a summary of the Offer Letter and does not purport to be complete and is subject to~~approve, ~~and~~on isan ~~qualified~~advisory ~~in its entirety by reference to~~basis, the ~~full text of the Offer Letter, which will be filed as an exhibit to the next Quarterly Report on Form 10-Q of the~~ Company’s ~~and~~Executive ~~is incorporated herein by reference.~~Compensation:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
134,253,910		6,187,374		71,113		4,777,784

3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED
140,907,791		4,326,426		55,964

4. To approve amendments to Entegris, Inc.’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
140,331,443		150,232		30,722		4,777,784

5. To approve, on an advisory basis, providing stockholders the right to call special meetings of stockholders:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
111,313,502		21,877,030		7,321,865		4,777,784

6. Stockholder Proposal: Providing stockholders the right to call special meetings of stockholders:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
43,886,426		96,343,817		282,154		4,777,784

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

EXHIBIT INDEX
Exhibit No.		Description
99.1		Press Release, dated April 30, 2026, entitled “Entegris Announces Appointment of Sukhi Nagesh as Chief Financial Officer”
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit No.		Description
3.1		Second Amended and Restated Certificate of Incorporation of Entegris, Inc.
3.2		Amended and Restated By-Laws of Entegris, Inc.
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: April 30, 2026	By:	/s/ Joseph Colella
Dated: May 8, 2026	By:	/s/ Joseph Colella
	Name:	Joseph Colella
	Title:	Senior Vice President, General Counsel and Secretary

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