Independent
Tenure on this board
5.3 yrs
8 nominees · 6 ballot items.
Elect eight directors; advisory approval of executive compensation; ratify KPMG as independent auditors; approve charter amendment eliminating supermajority vote requirements; approve management proposal to allow stockholders holding 25% to call special meetings (advisory); consider a shareholder proposal to allow stockholders holding 10% to call special meetings (opposed by the board).
Elect eight directors to serve until the 2027 Annual Meeting of Stockholders.
Non-binding advisory vote to approve compensation of named executive officers (say-on-pay).
This management proposal asks stockholders to approve, on an advisory basis, the compensation paid to Entegris’ named executive officers as disclosed in the proxy statement. Management seeks a non-binding endorsement of its executive compensation policies and decisions to reinforce its pay-for-performance framework, retention and recruitment practices, and alignment of management incentives with stockholder interests. The board recommends a ‘FOR’ vote, noting robust governance processes including an independent compensation committee, use of an independent consultant, stockholder engagement, and adjustments made in response to prior say-on-pay feedback (e.g., increasing PSU weighting and adding free cash flow as a PSU metric). The outcome is advisory but informs the board and compensation committee’s future decisions; approval would indicate stockholder support for current compensation philosophy and practices, while rejection would likely trigger further engagement and potential changes in program design.
Ratify appointment of KPMG LLP as independent registered public accounting firm for 2026.
Approve charter amendments to replace 75% supermajority voting thresholds with a majority-of-outstanding-shares standard for certain governance changes.
This management proposal requests shareholder approval to amend the Company’s Certificate of Incorporation to eliminate existing supermajority (75%) voting requirements for certain charter and by-law amendments and replace them with a majority-of-outstanding-shares standard. Management argues that this change implements a prior advisory stockholder vote in 2025 that overwhelmingly supported eliminating supermajority provisions, aligns Entegris’ charter requirements with Delaware law and common corporate governance practice, and enhances clarity and consistency in voting standards. The change would affect provisions concerning stockholder amendment or repeal of Board-approved by-laws, stockholder action by written consent, and the right to call special meetings. The Board recommends a FOR vote, asserting that the proposal balances stockholder rights with governance stability and will file the amended charter promptly upon approval.
Advisory proposal requesting the Board adopt amendments to permit stockholders owning 25% to call a special meeting, with conditions (12-month holding period, net long requirement, aggregation, procedural safeguards).
This advisory management proposal requests that the Board adopt amendments to permit stockholders holding 25% of outstanding common stock to call a special meeting, subject to a one-year holding period, net long position verification, aggregation rules, and procedural safeguards such as timing and anti-duplication provisions. Management frames the 25% threshold as balancing stockholder rights with protection against misuse by small or short-term holders, ensuring special meetings are reserved for significant, time-sensitive matters and reducing single-issue disruption. The proposal is advisory and non-binding; the Board recommends a FOR vote to express stockholder support for this balanced framework while reserving implementation details for Board action.
Stockholder proposal (John Chevedden) requesting the Board permit stockholders holding 10% of outstanding common stock to call special meetings (no holding period).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 7.5% | 11,463,967 | $1.3B |
| 2 | BlackRock, Inc. | 7.5% | 11,412,598 | $1.3B |
| 3 | Capital Research Global Investors | 7.5% | 11,370,375 | $1.3B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 7,752,655 | $909M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 6,814,340 | $799M |
| 6 | PRINCIPAL FINANCIAL GROUP INC | 3.7% | 5,612,039 | $658M |
| 7 | STATE STREET CORP | 3.5% | 5,270,784 | $618M |
| 8 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 3.3% | 5,077,709 | $595M |
| 9 | BlackRock, Inc. | 2.8% | 4,222,909 | $495M |
| 10 | Invesco Ltd. | 2.7% | 4,059,145 | $476M |
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