Entegris Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors to serve until the 2027 Annual Meeting of Stockholders.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve compensation of named executive officers (say-on-pay).

   More detail

   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.

3. 3

   Ratification of Selection of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

   ManagementBoard: FOR

   Ratify appointment of KPMG LLP as independent registered public accounting firm for 2026.

4. 4

   Amendments to our Amended and Restated Certificate of Incorporation to Eliminate Supermajority Requirements

   ManagementBoard: FOR

   Approve charter amendments to replace 75% supermajority voting thresholds with a majority-of-outstanding-shares standard for certain governance changes.

   More detail

   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.

5. 5

   Management Proposal Regarding Stockholder Right to Call Special Meetings of Stockholders

   ManagementBoard: FOR

   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).

   More detail

   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.

6. 6

   Stockholder Proposal Regarding Stockholders’ Right to Call Special Meetings of Stockholders

   Shareholder — John CheveddenBoard: AGAINST

   Stockholder proposal (John Chevedden) requesting the Board permit stockholders holding 10% of outstanding common stock to call special meetings (no holding period).

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When is the Entegris Inc 2026 annual meeting?

Entegris Inc (ENTG) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Entegris Inc 2026 meeting?

The record date for the Entegris Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Entegris Inc's 2026 meeting?

The board is presenting 8 director nominees at the Entegris Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Entegris Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Entegris Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.