Form 8-K - Current report

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) September 5, 2024

_______________________________________

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,

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

Effective September 5, 2024, the Board of Directors (the "Board") of Entegris, Inc. ("Entegris") appointed Mary Puma as a director of Entegris. There is no arrangement or understanding between Ms. Puma and any other persons or entities pursuant to which Ms. Puma was appointed as a director. The Board has determined that Ms. Puma qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Listing Rules.

Upon her appointment to the Board, Ms. Puma became entitled to a prorated portion of the standard non-employee directors' compensation for the period ending on May 31, 2025. As part of this standard non-employee director compensation, on September 5, 2024, Ms. Puma received a prorated award of 1,207 restricted stock units with restrictions lapsing on the earlier of the date of the 2025 Annual Meeting of Entegris Stockholders or the first anniversary of the award date. Ms. Puma will also receive a prorated portion of the $105,000 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 Ms. Puma in connection with her 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.

As of the date of this Current Report on Form 8-K, the Board has not determined Ms. Puma's Board committee assignment(s). In accordance with Instruction 2 to Item 5.02 of Form 8-K, Entegris will file an amendment to this Current Report on Form 8-K within four business days after such determination has been made.

There are no transactions between Entegris and Ms. Puma 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 Ms. Puma 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			Press Release, dated September 5, 2024
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: September 5, 2024	By:	/s/ Joseph Colella
	Name:	Joseph Colella
	Title:	Senior Vice President, General Counsel and Secretary

Exhibit 99.1

NEWS RELEASE

ENTEGRIS APPOINTS MARY PUMA TO BOARD OF DIRECTORS

BILLERICA, Mass., September 5, 2024 - Entegris, Inc. (NASDAQ: ENTG), a leading supplier of advanced materials and process solutions for the semiconductor and other high-technology industries, today announced the appointment of Mary Puma to its board of directors. Ms. Puma previously served as the president and chief executive officer of Axcelis Technologies, Inc. The appointment brings the total number of Entegris board members to eight.

“We are delighted to welcome Mary to the Entegris board,” said Bertrand Loy, chair of the board, president and chief executive officer of Entegris. “For years, Mary served as a well-respected leader of a company developing solutions and applications critical to the semiconductor manufacturing process. I am confident that her breadth of leadership experience and in-depth knowledge of the semiconductor industry will make her a valuable member of our board. We look forward to working with Mary and to leveraging her deep industry insight to achieve the company’s growth and innovation objectives.”

About Ms. Puma:

Ms. Puma served as president and chief executive officer of Axcelis Technologies, Inc. from January 2002 until May 2023, having served as Axcelis’ president and chief operating officer from May 2000 until January 2002. From 1996 until 2000, Ms. Puma served in several management roles at Eaton Corporation. Prior to joining Eaton, Ms. Puma spent 15 years in various marketing and general management positions for General Electric Company. Ms. Puma currently serves on the board of directors of Ciena Corporation, SMART Global Holdings, Inc. and Allegro Microsystems, Inc. She is also the chairperson of the board of SEMI, a global association providing industry stewardship and promoting the interests of the global electronics supply chain. Previously, Ms. Puma served on the board of directors of Axcelis Technologies, Inc. and Nordson Corporation.

About Entegris

Entegris is a leading supplier of advanced materials and process solutions for the semiconductor and other high-tech industries. Entegris has approximately 8,000 employees throughout its global operations and is ISO 9001 certified. It has manufacturing, customer service and/or research facilities in the United States, Canada, China, France, Germany, Israel, Japan, Malaysia, Singapore, South Korea, and Taiwan. Additional information can be found at www.entegris.com.


Investor Contact: Bill Seymour VP of Investor Relations, Treasury & Communications + 1 952 556 1844 bill.seymour@entegris.com			Media Contact: Connie Chandler Senior Director of Corporate Communications +1 978 436 6546 connie.chandler@entegris.com


ENTEGRIS, INC.			129 Concord Road, Building 2			T +1 978 436 6500

Document and Entity Information Document	Sep. 05, 2024
Cover [Abstract]
Entity Central Index Key	0001101302
Entity Registrant Name	ENTEGRIS INC
Amendment Flag	false
Document Period End Date	Sep. 05, 2024
Title of 12(b) Security	Common stock, $0.01 par value per share
Entity Address, Address Line One	129 Concord Road,
Entity Address, City or Town	Billerica,
Entity Address, State or Province	MA
Entity File Number	001-32598
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Entity Tax Identification Number	41-1941551
Entity Address, Postal Zip Code	01821
Trading Symbol	ENTG
Security Exchange Name	NASDAQ
City Area Code	978
Local Phone Number	436-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false