Entegris Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: ENTG · Form: DEF 14A · Filed: Mar 18, 2024 · CIK: 1101302

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Entegris Inc., Corporate Governance, Shareholder Meeting

TL;DR

<b>Entegris Inc. has filed its Definitive Proxy Statement (DEF 14A) on March 18, 2024.</b>

AI Summary

ENTEGRIS INC (ENTG) filed a Proxy Statement (DEF 14A) with the SEC on March 18, 2024. Entegris Inc. filed a Definitive Proxy Statement (DEF 14A) on March 18, 2024. The filing covers the period ending March 18, 2024. The company's fiscal year ends on December 31. Entegris Inc. is incorporated in Delaware. The company's principal executive offices are located at 129 Concord Road, Billerica, MA 01821.

Why It Matters

For investors and stakeholders tracking ENTEGRIS INC, this filing contains several important signals. This filing is a standard regulatory requirement for publicly traded companies, providing shareholders with information regarding annual meetings, director nominations, executive compensation, and other corporate governance matters. Shareholders can use this document to make informed decisions regarding voting on proposals and electing directors at the upcoming annual meeting.

Risk Assessment

Risk Level: low — ENTEGRIS INC shows low risk based on this filing. The filing is a routine DEF 14A, indicating no immediate material changes or adverse events are being disclosed beyond standard corporate governance information.

Analyst Insight

Review the proxy statement for details on executive compensation, director nominees, and any shareholder proposals to inform voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did ENTEGRIS INC file this DEF 14A?

ENTEGRIS INC filed this Proxy Statement (DEF 14A) with the SEC on March 18, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ENTEGRIS INC (ENTG).

Where can I read the original DEF 14A filing from ENTEGRIS INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ENTEGRIS INC.

What are the key takeaways from ENTEGRIS INC's DEF 14A?

ENTEGRIS INC filed this DEF 14A on March 18, 2024. Key takeaways: Entegris Inc. filed a Definitive Proxy Statement (DEF 14A) on March 18, 2024.. The filing covers the period ending March 18, 2024.. The company's fiscal year ends on December 31..

Is ENTEGRIS INC a risky investment based on this filing?

Based on this DEF 14A, ENTEGRIS INC presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating no immediate material changes or adverse events are being disclosed beyond standard corporate governance information.

What should investors do after reading ENTEGRIS INC's DEF 14A?

Review the proxy statement for details on executive compensation, director nominees, and any shareholder proposals to inform voting decisions. The overall sentiment from this filing is neutral.

How does ENTEGRIS INC compare to its industry peers?

Entegris Inc. operates in the plastics products sector, specifically within industrial applications and services.

Are there regulatory concerns for ENTEGRIS INC?

The filing is a DEF 14A, which is a standard disclosure document required by the SEC for public companies.

Industry Context

Entegris Inc. operates in the plastics products sector, specifically within industrial applications and services.

Regulatory Implications

The filing is a DEF 14A, which is a standard disclosure document required by the SEC for public companies.

What Investors Should Do

  1. Review executive compensation details and any proposed changes.
  2. Examine director nominations and qualifications.
  3. Understand any shareholder proposals and the company's recommendation.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure and does not represent a change from previous filings of the same type.

Filing Stats: 4,326 words · 17 min read · ~14 pages · Grade level 17.1 · Accepted 2024-03-18 16:58:22

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 38 PROPOSAL 2 – ADVISORY VOTE ON E XECUTIVE COMPENSATION 38 Compensation Discussion & Analysis 38

Executive Compensation Tables

Executive Compensation Tables 55 CEO Pay Ratio 65 Pay Versus Performance 66 PROPOSAL 3 – APPROVAL OF THE ENTEGRIS , INC. 2024 EMPLOYEE STOCK PURCHASE PLAN (ESPP) 69 Summary of Material Provisions of the ESPP 69 U.S. Federal Income Tax Information 72 AUDIT MATTERS 74 PROPOSAL 4 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 74 Audit Fees 75 Report of the Audit & Finance Committee 76 INFORMATION ABOUT STOCK OWNERSHIP 78 Management Holdings of Entegris Common Stock 78 Other Principal Holders of Entegris Common Stock 79 Delinquent Section 16(a) Reports 79 MISCELLANEOUS INFORMATION ON VOTING AND THE ANNUAL MEETING 80 OTHER BUSINESS 83 APPENDIX A: GAAP TO NON-GAAP RECONCILIATIONS 84 APPENDIX B: 2024 EMPLOYEE STOCK PURCHASE PLAN 87

Forward-Looking Statements

Forward-Looking Statements This Proxy Statement contains "forward-looking statements". The words "believe," "expect," "anticipate," "intend," "estimate," "forecast," "project," "should," "may," "will," "would" or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements may include statements about market and technology trends, including the duration and drivers of any growth trends, the Company's future performance and growth, the Company's corporate social responsibility program, Board composition, and other matters. These forward-looking statements are based on current management expectations and assumptions only as of the date of this Proxy Statement, are not guarantees of future performance and involve substantial risks and uncertainties that are difficult to predict and could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors and additional information described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the caption "Risk Factors". Except as required under the federal securities laws and rules and regulations of the Securities and Exchange Commission, the Company undertakes no obligation to update publicly any forward-looking statements or information contained herein, which speak as of their respective dates. 2024 Proxy Statement 5 Proxy Statement Summary This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of Entegris, Inc., a Delaware corporation ("Entegris," the "Company," "us," "we" or "our"), for use at the 2024 Annual Meeting of Stockholders to be held at the Company's headquarters at 129 Concord Road, Billerica, Massachusetts on Wednesday, April 24, 2024 at 8:00 a.m., local time, and at any adjournments o

Executive Compensation Practices

Executive Compensation Practices We are committed to executive compensation practices that drive performance, mitigate risk and align the interests of our management team with those of our stockholders. The following summarizes key governance characteristics related to the executive compensation programs in which the named executive officers participate: WHAT WE DO WHAT WE DON'T DO Carefully structured benchmarking peer group with annual Management Development & Compensation Committee ("Compensation Committee") review Annual say-on-pay advisory vote Adherence to a rigorous pay-for-performance philosophy in establishing program design and targeted pay levels for NEOs Independent Compensation Committee oversight Independent compensation consultant is hired by and reports to the Compensation Committee Annual report by the independent compensation consultant to the Compensation Committee on executive pay and performance alignment Stringent stock ownership guidelines maintained for non-employee directors and executive officers Clawback policy in place to deter executive officer misconduct and reclaim certain awards and incentives Change in control agreements require double-trigger for vesting No guaranteed bonuses No material perquisites or other personal benefits to directors or executive officers Directors, executive officers, employees and consultants may not hedge, pledge or engage in speculative transactions of Company stock No plans that encourage excessive risk taking No excessive dilution through careful monitoring of burn rate and overhang No tax "gross-ups" agreements 2024 Proxy Statement 11 Proxy Statement Summary Comparison of Five-Year Cumulative Total Return The following graphic compares the cumulative total stockholder return ("TSR") on our common stock from December 31, 2018 through December 31, 2023 with the cumulative total return of (1) the Nasdaq Composite Index, and (2) the Philadelphia Semiconductor Index, assuming that $1

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