Entegris (NASDAQ: ENTG) investors back charter overhaul and board slate
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Entegris, Inc. reported the results of its 2026 Annual Meeting of Stockholders, where investors approved significant governance changes and routine proposals. Stockholders adopted a Second Amended and Restated Certificate of Incorporation that eliminates all supermajority voting requirements and replaces them with a majority-of-outstanding-shares standard for matters such as director elections. The company’s Amended and Restated By-Laws, previously approved by the Board contingent on stockholder consent, became effective on May 7, 2026 to align with the new charter. Shareholders elected eight directors, approved executive compensation on an advisory basis, and ratified KPMG LLP as independent auditor for 2026. They also approved charter amendments to remove supermajority voting and supported, on an advisory basis, providing stockholders the right to call special meetings, while a separate stockholder proposal on special meeting rights did not pass.
Positive
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8-K Event Classification
3 items: 5.03, 5.07, 9.01
3 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares entitled to vote: 152,248,903 shares
Shares represented at meeting: 145,290,181 shares
Say-on-pay support: 134,253,910 votes for
+4 more
7 metrics
Shares entitled to vote
152,248,903 shares
Common Stock issued and outstanding as of March 20, 2026
Shares represented at meeting
145,290,181 shares
Approximately 95.4% quorum at 2026 Annual Meeting
Say-on-pay support
134,253,910 votes for
Advisory approval of executive compensation
Auditor ratification support
140,907,791 votes for
Ratification of KPMG LLP as 2026 auditor
Charter amendment votes
140,331,443 votes for
Eliminating supermajority voting requirements
Advisory special meeting rights
111,313,502 votes for
Advisory approval of stockholder right to call special meetings
Stockholder proposal on special meetings
43,886,426 votes for
Stockholder proposal to provide special meeting rights did not pass
Key Terms
supermajority voting requirements, Second Amended and Restated Certificate of Incorporation, Amended and Restated By-Laws, broker non-votes, +1 more
5 terms
supermajority voting requirements regulatory
"to eliminate supermajority voting requirements"
Second Amended and Restated Certificate of Incorporation regulatory
"approved the adoption of the Company’s Second Amended and Restated Certificate of Incorporation"
Amended and Restated By-Laws regulatory
"the Board approved the adoption of the Amended and Restated By-Laws of the Company"
broker non-votes financial
"VOTES ABSTAINED | | BROKER NON-VOTES"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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) May 6, 2026
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 6, 2026, Entegris, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. At the Annual Meeting,
the stockholders of the Company approved the adoption of the Company’s Second Amended and Restated Certificate of Incorporation, which eliminates all supermajority voting requirements and replaces them with a voting standard that requires the
affirmative vote of a majority of the then-outstanding shares entitled to vote generally in the election of directors. The Board of Directors of the Company (the “Board”) had previously approved the Second Amended and Restated Certificate of
Incorporation, subject to stockholder approval.
The Second Amended and Restated Certificate of Incorporation became effective immediately upon 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.
The foregoing description of the Second Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference
to the full text of the Second Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
On February 5, 2026, the Board approved the adoption of the Amended and Restated By-Laws of the Company to conform to the Second Amended and Restated Certificate of
Incorporation. The Board’s approval of the Amended and Restated By-Laws was contingent upon the stockholders’ approval of the Second Amended and Restated Certificate of Incorporation. The Amended and Restated By-Laws became effective on May 7,
2026. The foregoing description of the changes contained in the Amended and Restated By-Laws is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is attached hereto as Exhibit 3.2 and is
incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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The Company held its Annual Meeting on May 6, 2026. As of March 20, 2026, the record date for the Annual Meeting, there were 152,248,903 shares of the Company’s Common
Stock issued and outstanding and entitled to vote on the matters presented at the Annual Meeting. Holders of 145,290,181 shares of the Company’s Common Stock, or approximately 95.4% 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 U.S. Securities and Exchange Commission on
March 23, 2026, were voted upon and approved at the Annual Meeting:
1. To elect the following eight persons as directors to serve until the 2027 Annual Meeting of Stockholders:
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NOMINEE
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VOTES FOR
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VOTES
AGAINST
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VOTES
ABSTAINED
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BROKER
NON-VOTES
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Rodney Clark
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139,469,586
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991,406
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51,405
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4,777,784
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James F. Gentilcore
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138,850,895
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1,597,686
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63,816
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4,777,784
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Yvette Kanouff
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137,724,345
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2,736,453
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51,599
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4,777,784
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James P. Lederer
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138,942,527
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1,506,980
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62,890
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4,777,784
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Bertrand Loy
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138,893,455
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1,556,433
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62,509
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4,777,784
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Mary Puma
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140,044,463
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418,003
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49,931
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4,777,784
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David Reeder
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139,008,330
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1,440,927
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63,140
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4,777,784
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Dr. Azita Saleki-Gerhardt
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134,362,315
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6,089,003
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61,079
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4,777,784
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2. To approve, on an advisory basis, the Company’s Executive Compensation:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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134,253,910
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6,187,374
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71,113
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4,777,784
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3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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140,907,791
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4,326,426
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55,964
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4. To approve amendments to Entegris, Inc.’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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140,331,443
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150,232
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30,722
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4,777,784
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5. To approve, on an advisory basis, providing stockholders the right to call special meetings of stockholders:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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111,313,502
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21,877,030
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7,321,865
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4,777,784
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6. Stockholder Proposal: Providing stockholders the right to call special meetings of stockholders:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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43,886,426
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96,343,817
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282,154
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4,777,784
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| Item 9.01. |
Financial Statements and Exhibits.
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| (d) |
Exhibits
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Second Amended and Restated Certificate of Incorporation of Entegris, Inc.
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3.2
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Amended and Restated By-Laws of Entegris, Inc.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 thereunto duly authorized.
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ENTEGRIS, INC.
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Dated: May 8, 2026
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By:
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/s/ Joseph Colella
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Name:
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Joseph Colella
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Title:
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Senior Vice President, General Counsel and Secretary
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FAQ
What major governance change did Entegris (ENTG) stockholders approve at the 2026 Annual Meeting?
Stockholders approved Entegris’ Second Amended and Restated Certificate of Incorporation, eliminating all supermajority voting requirements. The new standard requires a majority of then-outstanding shares entitled to vote in director elections, simplifying how key corporate decisions are approved.
Were all Entegris (ENTG) director nominees elected at the 2026 Annual Meeting?
All eight Entegris director nominees were elected, each receiving more votes for than against. For example, Mary Puma received 140,044,463 votes for and 418,003 against, while every nominee also had broker non-votes reported, reflecting shares held in street name.
Did Entegris (ENTG) stockholders approve executive compensation at the 2026 Annual Meeting?
Yes. On an advisory basis, 134,253,910 votes were cast for Entegris’ executive compensation, with 6,187,374 against and 71,113 abstentions. There were 4,777,784 broker non-votes, indicating some street-name shares did not express a preference on pay.
Which auditor did Entegris (ENTG) stockholders ratify for the 2026 fiscal year?
Stockholders ratified KPMG LLP as Entegris’ independent registered public accounting firm for 2026. The proposal received 140,907,791 votes for, 4,326,426 against, and 55,964 abstentions, indicating broad support for continuing with the same audit firm.
How did Entegris (ENTG) stockholders vote on special meeting rights in 2026?
Stockholders approved, on an advisory basis, providing stockholders the right to call special meetings, with 111,313,502 votes for and 21,877,030 against. A separate stockholder proposal on special meeting rights failed, drawing 43,886,426 votes for and 96,343,817 against.
When did Entegris’ new charter and bylaw amendments become effective?
The Second Amended and Restated Certificate of Incorporation became effective immediately upon filing with the Delaware Secretary of State on May 7, 2026. The Board-approved Amended and Restated By-Laws, contingent on that stockholder approval, also became effective on May 7, 2026.