STOCKHOLDER PROPOSALS AND NOMINEES FOR 2019 ANNUAL MEETING
Stockholder proposals submitted for inclusion in next years proxy materials must be received by the Company no
later than November 28, 2018 and must comply with the requirements of Rule
14a-8
under the Securities Exchange Act of 1934, as amended. Proposals should be addressed to the Senior Vice President, General
Counsel and Secretary, Entegris, Inc., 129 Concord Road, Billerica, MA 01821.
Under the Companys
By-Laws,
any stockholder of record of Entegris may nominate candidates for election to the Board of Directors or present other business at an annual meeting if a written notice is delivered to the Secretary of
Entegris at the Companys principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding years annual meeting. Such written notice must set forth:
(a)
as to each
proposed nominee:
(i)
the name, age, business address and, if known, residence address of each such nominee,
(ii)
the principal occupation or employment of each such nominee,
(iii)
the number of shares of stock of
the Company which are beneficially owned by each such nominee,
(iv)
any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the Exchange Act), including such persons written consent to be named as a nominee and to serve as a director if elected; and
(v)
a statement whether such nominee, if elected, has agreed to tender,
promptly following such election, an irrevocable resignation to be effective if, at the next meeting for the election of directors:
(A)
the director does not receive the majority vote required by Section 3.3 of the
By-Laws
and
(B)
the Board of Directors accepts such resignation; and
(b)
as to the stockholder giving the notice:
(i)
the name and address, as they appear on the Companys
books, of such stockholder;
(ii)
the class and number of shares of the Company which are beneficially owned by such stockholder;
(iii)
the class or series and number of shares of capital stock of the Company that are
beneficially owned by each associate of the stockholder or beneficial owner as of the date of the notice;
(iv)
a description of any agreement, arrangement or understanding (whether or not in writing) with respect to the business between
or among such stockholder and any other person, including without limitation any agreements that would be required to be described or reported pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement
to file a Schedule 13D is applicable to the shareholder or beneficial owner);
(v)
a description of any agreement, arrangement or understanding (whether or not in writing and including any derivative or short positions, profit interests,
options, hedging transactions, and borrowed or loaned shares, regardless of whether settled in shares or in cash) that has been entered into as of the date of the stockholders notice by, or on behalf of, such stockholder or beneficial owner,
the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of the Companys capital stock, or increase or decrease the voting power of the stockholder or beneficial owner
with respect to shares of capital stock of the Company, including the notional number of shares that are the subject of such agreement, arrangement or understanding;
(vi)
a description of any agreement, arrangement or understanding
(whether or not in writing) between or among such stockholder and any other person relating to acquiring, holding, voting or disposing of any shares of stock of the Company, including the number of shares that are the subject of such agreement,
arrangement or understanding; and
(vii)
a description of all direct and indirect compensation and any other material agreement, arrangement, understanding or relationship during the past three years between or among such stockholder and
its affiliates and associates, or others with whom such stockholder is acting in concert, on the one hand, and each such nominee and his or her affiliates and associates, or others with whom such nominee is acting in concert, on the other hand,
including, without limitation, all information that would be required to be disclosed pursuant to Item 404 of Securities and Exchange Commission Regulation
S-K
if the stockholder making the nomination, or
any affiliate or associate of such stockholder or person with whom the stockholder is acting in concert, were the registrant for purposes of such rule and the nominee were a director or executive officer of such registrant. Further,
under the
By-Laws,
the Company may also require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to
serve as a director of the Company.
Under the Companys
By-Laws,
nominees for
director submitted by stockholders for inclusion in the Companys 2019 proxy statement must be received no earlier than January 9, 2019 and not later than February 8,
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