0001101302ENTEGRIS INCfalse00011013022024-03-072024-03-07

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) March 7, 2024
Cropped Entegris Logo.jpg
_______________________________________
 Entegris, Inc.
(Exact name of registrant as specified in its charter)
 _______________________________________
Delaware001-32598 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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareENTGThe 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 March 7, 2024, the Board of Directors (the "Board") of Entegris, Inc. ("Entegris") appointed David Reeder as a director of Entegris. In addition, the Board appointed Mr. Reeder to serve on the Audit & Finance Committee of the Board. There is no arrangement or understanding between Mr. Reeder and any other persons or entities pursuant to which Mr. Reeder was appointed as a director. The Board has determined that Mr. Reeder qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Listing Rules and possesses the attributes of an “audit committee financial expert” as that term is defined in the rules of the U.S. Securities and Exchange Commission.

Upon his appointment to the Board, Mr. Reeder became entitled to a prorated portion of the standard non-employee directors' compensation for the period ending on May 31, 2024. As part of this standard non-employee director compensation, on March 7, 2024, Mr. Reeder received a prorated award of 190 restricted stock units with restrictions lapsing on the earlier of the date of the 2024 Annual Meeting of Entegris Stockholders or the first anniversary of the award date. Mr. Reeder will also receive a prorated portion of the $95,000 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 Mr. Reeder in connection with his 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.

There are no transactions between Entegris and Mr. Reeder 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 Mr. Reeder 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
104Cover 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: March 7, 2024By:/s/ Joseph Colella
Name:Joseph Colella
Title:Senior Vice President, General Counsel
and Secretary


picture2.jpg
Exhibit 99.1
picture1.jpg     NEWS RELEASE
        

                        
ENTEGRIS APPOINTS DAVID REEDER TO BOARD OF DIRECTORS

BILLERICA, Mass., March 7, 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 David Reeder to its board of directors. Mr. Reeder is the chief financial officer of Chewy, Inc. The appointment brings the total number of Entegris board members to eight.

“We are excited to welcome David to the board,” said Bertrand Loy, chair of the board, president and chief executive officer of Entegris. “David is an executive with an extensive background with leading global semiconductor and technology companies, such as GlobalFoundries, Broadcom, and Texas Instruments. He will bring to the board his experience in leadership, risk management, finance, operations and strategy, which we hope to leverage as we continue to grow our business and deliver value for our stakeholders.”

About the Mr. Reeder:
Prior to joining Chewy in February 2024, David served as chief financial officer of GlobalFoundries, Inc., a leading semiconductor manufacturer, since 2020, where he led their financial strategy, including their 2021 initial public offering. David previously served as chief executive officer of Tower Hill Insurance Group, as well as president and chief executive officer of Lexmark International Inc. Earlier in his career, David was chief financial officer at Electronics for Imaging, Inc., and he also held executive roles at Cisco Systems, Inc., Broadcom Inc., and Texas Instruments Inc.

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


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