UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 14, 2017
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Entegris, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of Incorporation or Organization)
001-32598 | 41-1941551 | |
(Commission File Number) | (I.R.S. Employer Identification No.) | |
129 Concord Road, Billerica, MA | 01821 | |
(Address of principal executive offices) | (Zip Code) | |
(978) 436-6500
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 14, 2017, the Board of Directors (the "Board") of Entegris, Inc. ("Entegris") appointed Azita Saleki-Gerhardt, Ph.D. as a director of Entegris. There is no arrangement or understanding between Dr. Saleki-Gerhardt and any other persons or entities pursuant to which Dr. Saleki-Gerhardt was appointed as a director.
Upon her appointment to the Board, Dr. Saleki-Gerhardt became entitled to a prorated portion of the standard non-employee directors’ compensation for the period ending on May 31, 2018. As part of this standard non-employee director compensation, on August 14, 2017, Dr. Saleki-Gerhardt received a prorated award of 3,897 restricted stock units with restrictions lapsing on the earlier of the date of the 2018 Annual Meeting of Stockholders or the first anniversary of the award date. Dr. Saleki-Gerhardt will also receive a prorated portion of the $75,000 annual retainer payable to non-employee directors, paid quarterly in advance. Non-employee directors are reimbursed for their out-of-pocket expenses incurred in connection with services as a director.
In addition, Entegris plans to enter into an indemnity agreement with Dr. Saleki-Gerhardt in connection with her services as a member of the Board. The form of indemnity agreement is filed as Exhibit 10.30 to Entegris' Annual Report on Form 10-K for the fiscal year ended August 27, 2005, filed with the U.S. Securities and Exchange Commission on November 23, 2005.
There are no transactions between Entegris and Dr. Saleki-Gerhardt that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release announcing Dr. Saleki-Gerhardt’s appointment to the Board is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release, dated August 14, 2017 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ENTEGRIS, INC.
Dated: August 14, 2017
By: /s/ Sue Lee
Name: Sue Lee
Title: Senior Vice President, General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release, dated August 14, 2017 | |
 | PRESS RELEASE Andrew DePoy Brand and Marcom Manager T +1 480 290 8748 andrew.depoy@entegris.com | ||
Exhibit 99.1
Azita Saleki-Gerhardt to Join Entegris Board of Directors
BILLERICA, Mass., August 14, 2017 - Entegris, Inc. (NASDAQ: ENTG), a leading specialty materials provider, announced today that Azita Saleki-Gerhardt, Ph.D. will join the Entegris Board of Directors in the post of non-executive director. Currently, Dr. Saleki-Gerhardt serves as the senior vice president of operations at AbbVie, a global biopharmaceutical company, and is a member of the executive leadership team reporting to the CEO. She will succeed Marv Burkett, former chief financial officer of NVIDIA, who retired from the Entegris board earlier this year.
“Azita has built a strong reputation focused on creating unique value for AbbVie’s more than 28 million patients around the world,” said Paul Olson, chairman of the board at Entegris. “This reputation, combined with her significant experience in complex acquisitions and in leading large international business operations, makes her a great addition to our board of directors as Entegris continues to diversify and expand its business.”
“As we welcome Azita, we also extend our most sincere appreciation to Marv Burkett for his many contributions as a member of our board of directors,” said Bertrand Loy, president and chief executive officer, Entegris. “Since joining the board in 2010, Marv consistently provided thoughtful guidance and advice to the Entegris management team.”
Dr. Saleki-Gerhardt leads a team of more than 6,500 scientific, engineering, business, quality, supply chain, security, purchasing and manufacturing professionals responsible for the supply and distribution of all AbbVie products, as well as a number of enterprise-wide services. She is responsible for AbbVie’s global manufacturing network, oversees relationships with more than 2,000 global suppliers, and manages a distribution network that spans 170 markets. She came to
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ENTEGRIS, INC. | 129 Concord Road, Building 2 | T + 1 978 436 6500 |
entegris.com | Billerica, MA 01821 USA | F + 1 978 436 6745 |
AbbVie through its 2013 spin-off from Abbott, which she joined in 1993 as a research scientist, assuming roles of increasing responsibility in pharmaceutical development, manufacturing technology and quality.
Dr. Saleki-Gerhardt earned her bachelor’s, master’s, and doctorate degrees in pharmaceutics from the University of Wisconsin - Madison and has been awarded several patents related to pharmaceutical sciences. She is a member of the Chicago Network, serves on the board of United Way of Lake County, Illinois, is the Chair of the Global Quality and Manufacturing Committee for industry association PhRMA, and is a member of the School of Pharmacy Board of Visitors at the University of Wisconsin-Madison.
ABOUT ENTEGRIS
Entegris is a leading specialty materials provider for the microelectronics industry and other high-tech industries. Entegris is ISO-9001 certified and has manufacturing, customer service and/or research facilities in the United States, China, France, Germany, Israel, Japan, Malaysia, Singapore, South Korea and Taiwan. Additional information may be found at www.entegris.com.
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