Corporate GovernanceMay 8, 2026, 04:22 PM
Entegris Eliminates Supermajority Voting; Stockholders Approve Bylaw Changes
AI Summary
Entegris, Inc. held its 2026 Annual Meeting of Stockholders, where shareholders approved the adoption of the Second Amended and Restated Certificate of Incorporation. This amendment eliminates all supermajority voting requirements, replacing them with a majority vote standard for matters like director elections. Concurrently, the Board approved conforming Amended and Restated By-Laws. Stockholders also elected eight directors, approved executive compensation on an advisory basis, ratified KPMG LLP as the independent auditor, and approved an advisory proposal for stockholders to call special meetings.
Key Highlights
- Stockholders approved the Second Amended and Restated Certificate of Incorporation.
- All supermajority voting requirements were eliminated, replaced by a majority vote standard.
- The Board approved Amended and Restated By-Laws, effective May 7, 2026.
- Eight directors were elected to serve until the 2027 Annual Meeting of Stockholders.
- Executive compensation was approved on an advisory basis with 134,253,910 votes for.
- KPMG LLP was ratified as the independent registered public accounting firm for 2026 with 140,907,791 votes for.
- Stockholders approved an advisory proposal for the right to call special meetings with 111,313,502 votes for.
- A separate stockholder proposal for the right to call special meetings was not approved with 96,343,817 votes against.
Price Impact
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