View:
United States securities and exchange commission logo
April 24, 2023
Gregory Graves
Chief Financial Officer
ENTEGRIS INC
129 Concord Road
Billerica, Massachusetts 01821
Re: ENTEGRIS INC
Form 10-K for the
Year Ended December 31, 2022
Form 8-K Filed
February 14, 2023
File No. 001-32598
Dear Gregory Graves:
We have reviewed your April 12, 2023 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
March 30, 2023 letter.
Form 8-K Filed February 14, 2023
Exhibit 99.1, page 10
1. We note your response
to comment 2. Please address the following:
Confirm you will
expand your disclosures related to integration costs as well as
contractual and
non-cash integration costs to provide a discussion of the components
of each of these
adjustments along with quantification of the components;
We note that
integration costs include employee-related costs related to severance
and retention.
Quantify the amount associated with severance and retention
separately;
We note that there
are retention costs included in the integration costs line item as
well as CMC
retention costs included in the contractual and non-cash integration
costs line item.
Tell us the periods over which these types of compensation costs are
Gregory Graves
ENTEGRIS INC
April 24, 2023
Page 2
expected to be incurred. For retention costs that extend beyond a
year, please further
explain how you determined that the adjustment for these costs is
appropriate. Refer
to Question 100.01 of the Non-GAAP Financial Measures Compliance
& Disclosure
Interpretations, as updated December 13, 2022; and
For professional services included in integration costs line
item, confirm that there
are no ongoing payments associated with these professional
services. Otherwise, tell
us the periods over which these services are expected to be
incurred and further
explain how you determined the adjustment for these costs is
appropriate. Refer
to Question 100.01 of the Non-GAAP Financial Measures Compliance
& Disclosure
Interpretations, as updated December 13, 2022.
You may contact Nudrat Salik at (202) 551-3692 or Jeanne Baker at (202)
551-3691 if
you have any questions.
Sincerely,
FirstName LastNameGregory Graves
Division of
Corporation Finance
Comapany NameENTEGRIS INC
Office of
Industrial Applications and
April 24, 2023 Page 2 Services
FirstName LastName