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 2, 2012
ENTEGRIS, INC.
(Exact name of registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-32598 | 41-1941551 | |
| (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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
Entegris, Inc. held its 2012 Annual Meeting of Stockholders on May 2, 2012 (the “Annual Meeting”). As of the record date for the Annual Meeting, March 16, 2012, 137,239,201 shares of the Registrant’s Common Stock were issued and outstanding and entitled to vote on the matters presented at the Annual Meeting. Holders of 126,235,946 shares of our Common Stock, or 91.98% 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 are the voting results on proposals considered and voted upon at the Annual Meeting, all of which were described in Entegris’ 2012 Proxy Statement, filed with the Commission on April 2, 2012.
| 1. | Votes regarding the persons elected to serve as directors for a term expiring in 2013 were as follows: |
| NOMINEE |
VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES |
||||||||||
| Gideon Argov |
108,281,264 | 5,494,184 | 12,460,498 | |||||||||||
| Michael A. Bradley |
109,358,782 | 4,416,666 | 12,460,498 | |||||||||||
| Marvin D. Burkett |
109,249,112 | 4,526,336 | 12,460,498 | |||||||||||
| R. Nicholas Burns |
109,442,643 | 4,332,805 | 12,460,498 | |||||||||||
| Daniel W. Christman |
109,318,669 | 4,456,779 | 12,460,498 | |||||||||||
| Roger D. McDaniel |
108,505,070 | 5,270,378 | 12,460,498 | |||||||||||
| Paul L.H. Olson |
109,467,095 | 4,308,353 | 12,460,498 | |||||||||||
| Brian F. Sullivan |
109,201,449 | 4,573,999 | 12,460,498 | |||||||||||
| 2. | The appointment of KPMG LLP as our independent registered public accounting firm for 2012 was ratified. The voting results were as follows: |
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED | ||
| 123,978,252 |
2,152,322 | 105,372 |
| 3. | Advisory vote on Executive Compensation. The voting results were as follows: |
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES | |||
| 99,891,789 |
4,933,903 | 8,949,756 | 12,460,498 |
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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.
| ENTEGRIS, INC. | ||||
| Dated: May 3, 2012 | By | /s/ Peter W. Walcott | ||
| Peter W. Walcott, | ||||
| Senior Vice President & General Counsel | ||||
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