Entegris (ENTG) Proxy Filing summary

Executive summary

• Achieved over 5% revenue growth in 2024, outperforming the market by 3–4 points, with improved gross and EBITDA margins, and significant debt reduction of $624M, totaling $2B since 2022 acquisition.

• Materials Solutions division saw 11% sales growth, while Advanced Purity Solutions ended the year with record Q4 sales.

• Progressed on new facilities in Taiwan and Colorado Springs, with $77M in CHIPS Act funding secured for the latter.

• Focus remains on market outperformance, profitability, free cash flow, debt reduction, and R&D investment for future technology node transitions.

Voting matters and shareholder proposals

• Annual meeting scheduled for April 23, 2025, with record date of March 7, 2025.

• Proposals: elect eight directors, advisory vote on executive compensation, ratify KPMG as auditor, and a shareholder proposal for simple majority voting (no board recommendation).

Board of directors and corporate governance

• Board consists of eight nominees, seven of whom are independent; diverse skills in risk management, global business, technology, finance, and M&A.

• Annual election of directors by majority vote, mandatory retirement at 75, proxy access for shareholders, and no poison pill.

• Board committees: Audit & Finance, Management Development & Compensation, Governance & Nominating, and Environmental, Health, Safety & Sustainability.

• Lead Independent Director role established; regular board and committee self-evaluations and executive sessions.