ENTEGRIS INC
For the period ended Dec 31, 2023. Filed Feb 15, 2024.
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FY2023 · Filed Feb 15, 2024
ENTG$138.57-1.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules.
(a)The following Financial Statements are included in Item 8 herein:
1.Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2023 and 2022
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
2. Financial Statement Schedule - All financial statement schedules have been omitted since the information is either not applicable or is included in the consolidated financial statements notes thereof.
| Reg. S-KItem 601(b)Reference | Document Incorporated | Referenced Document on file with the Commission |
| 2.1 | Agreement and Plan of Merger, dated as of December 14, 2021, by and among Entegris, Inc., CMC Materials, Inc. and Yosemite Merger Sub, Inc. | Exhibit 2.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2021 |
| 3.1 | Amended and Restated Certificate of Incorporation of Entegris, Inc., as amended | Exhibit 3.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2011 |
| 3.2 | By-Laws of Entegris, Inc., as amended December 8, 2022 | Exhibit 3.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2022 |
| 4.1 | Form of certificate representing shares of Common Stock, $.01 par value per share | Exhibit 4.1 to Form S-4 Registration Statement of Entegris, Inc. and Eagle DE, Inc. (No. 333-124719) |
| 4.2 | Indenture, dated as of April 30, 2020, by and among the Company, certain subsidiaries of the Company and Wells Fargo Bank, National Association, as trustee, including the form of note representing the 2028 Notes | Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2020 |
| 4.3 | Indenture, dated as of April 30, 2021, by and among the Company, certain subsidiaries of the Company and Wells Fargo Bank, National Association, as trustee, including the form of note representing the 2029 Notes | Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2021 |
| 4.4 | Indenture, dated as of April 14, 2022, by and among Entegris Escrow Corporation, as escrow issuer and Truist Bank, as trustee and notes collateral agent, including the form of note issuable thereunder | Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2022 |
| 4.5 | Indenture, dated as of June 30, 2022, by and among Entegris and Truist Bank, as trustee, including the form of note representing the Senior Unsecured Notes | Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2022 |
| 4.6 | First Supplemental Indenture to the 2029 Secured Notes Indenture, dated as of July 6, 2022, by and among Entegris, certain subsidiaries of Entegris and Truist Bank, as trustee and notes collateral agent | Exhibit 4.3 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022 |
| 4.7 | First Supplemental Indenture to the 2030 Unsecured Notes Indenture, dated as of July 6, 2022, by and among Entegris, certain subsidiaries of Entegris and Truist Bank, as trustee. | Exhibit 4.4 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022 |
| 4.8 | Equal Priority Intercreditor Agreement, dated as of July 6, 2022, among Entegris, certain subsidiaries of Entegris, Morgan Stanley Senior Funding, Inc., as senior credit facilities collateral agent, and Truist Bank, as notes collateral agent. | Exhibit 4.5 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022 |
| 4.9 | First Supplemental Indenture to the 2028 Notes Indenture, dated as of July 6, 2022, by and among Entegris, certain subsidiaries of Entegris and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee. | Exhibit 4.7 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022 |
| 4.10 | Supplemental Indenture to the 2029 Notes Indenture, dated as of July 6, 2022, by and among Entegris, certain subsidiaries of Entegris and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee. | Exhibit 4.9 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022 |
| 4.11 | Indenture, dated as of June 30, 2022, by and among Entegris Escrow Corporation, as escrow issuer and Truist Bank, as trustee, including the form of note issuable thereunder. | Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2022 |
| 4.12 | Amendment and Restatement Agreement, dated as of July 6, 2022, among Entegris, as borrower, certain subsidiaries of Entegris, as guarantors, the lenders party thereto, the issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent. | Exhibit 4.10 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022 |
| 4.13 | 364-Day Bridge Credit and Guaranty Agreement, dated as of July 6, 2022, among Entegris, as borrower, certain subsidiaries of Entegris, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent. | Exhibit 4.11 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022 |
| 4.14 | Amendment Number 1 to the CMC Materials, Inc. 2021 Omnibus Incentive Plan* | Exhibit 4.3 to Entegris, Inc. Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 7, 2022 |
| 4.15 | Amendment No. 1, dated as of March 10, 2023, among Entegris, Inc., as borrower, the other credit parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent. | Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2023 |
| 4.16 | Amendment No. 2, dated as of September 11, 2023, among Entegris, Inc., as borrower, the other credit parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent. | Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2023 |
| 4.17 | Description of Capital Stock | Exhibit 4.1 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2020 |
| 10.1 | CMC Materials, Inc. 2021 Omnibus Incentive Plan* | Exhibit 10.1 to Entegris Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 7, 2022 |
| 10.2 | Cabot Microelectronics Corporation 2012 Omnibus Incentive Plan* | Exhibit 10.2 to Entegris Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 7, 2022 |
| 10.3 | Entegris, Inc. – 2010 Stock Plan, as amended* | Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended July 3, 2010 |
| 10.4 | Entegris, Inc. 2020 Stock Plan* | Annex 1 to the Entegris, Inc. Schedule 14A proxy statement for its 2020 Annual Meeting of Stockholders (No. 001-32598), as filed with the Securities and Exchange Commission on March 18, 2020 |
| 10.5 | Entegris, Inc. Outside Directors’ Stock Option Plan* | Exhibit 10.2 to Entegris, Inc. Registration Statement on Form S-1 (No. 333-33668) |
| 10.6 | Entegris, Inc. Amended and Restated Employee Stock Purchase Plan* | Exhibit 4.1 to Entegris, Inc. Registration Statement on Form S-8 (No. 333-211444) |
| 10.7 | Second Amended and Restated Entegris Incentive Plan* | Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2017 |
| 10.8 | Entegris, Inc. 2007 Deferred Compensation Plan* | Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form10-Q for the fiscal period ended June 30, 2007 |
| 10.9 | Lease Agreement, dated April 1, 2002 between Nortel Networks HPOCS Inc. and Mykrolis Corporation, relating to Executive office, R&D and manufacturing facility located at 129 Concord Road Billerica, MA | Exhibit 10.1.3 to Mykrolis Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 |
| 10.10 | Amendment of Lease between Entegris, Inc. and KBS Rivertech, LLC dated April 1, 2012 | Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended June 30, 2012 |
| 10.11 | Second Amendment of Lease, dated March 8, 2016, between Entegris, Inc. and KBS Rivertech, LLC | Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2016 |
| 10.12 | Third Amendment to Lease Agreement, dated as of October 21, 2021, between Entegris, Inc. and Rivertech Owner LLC | Exhibit 10.4 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2021 |
| 10.13 | Fourth Amendment to Lease Agreement, dated as of September 16, 2022, by and between the Company and Rivertech Owner LLC | Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended October 1, 2022 |
| 10.14 | Form of Indemnification Agreement between Entegris, Inc. and each of its executive officers and directors* | Exhibit 10.30 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended August 27, 2005 |
| 10.15 | Form of Executive Change of Control Termination Agreement between Entegris, Inc. and certain of its executive officers* | Exhibit 10.31 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended August 27, 2005 |
| 10.16 | Form of Revised Executive Change of Control Termination Agreement between Entegris, Inc. and certain of its executive officers executed in 2015 (other than those executive officers who executed the form previously filed)* | Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016 |
| 10.17 | Entegris, Inc. 2017 Stock Option Award Agreement* | Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 15, 2018 |
| 10.18 | Entegris, Inc. 2018 Stock Option Award Agreement* | Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 11, 2019 |
| 10.19 | Entegris, Inc. 2019 Stock Option Award Agreement* | Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2020 |
| 10.20 | Entegris, Inc. 2020 RSU Award Agreement (under 2010 Stock Plan)* | Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended March 28, 2020 |
| 10.21 | Entegris, Inc. 2020 Stock Option Award Agreement (under 2010 Stock Plan)* | Exhibit 10.3 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended March 28, 2020 |
| 10.22 | Entegris, Inc. 2020 RSU Award Agreement (under 2020 Stock Plan)* | Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2020 |
| 10.23 | Entegris, Inc. 2021 Performance-Based RSU Award Agreement* | Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2020 |
| 10.24 | Entegris, Inc. 2021 RSU Award Agreement* | Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2020 |
| 10.25 | Entegris, Inc. 2021 Stock Option Award Agreement* | Exhibit 10.4 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2020 |
| 10.26 | Entegris, Inc. 2022 Performance-Based RSU Award Agreement* | Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2021 |
| 10.27 | Entegris, Inc. 2022 RSU Award Agreement* | Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2021 |
| 10.28 | Entegris, Inc. 2022 Stock Option Award Agreement* | Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2021 |
| 10.29 | Entegris, Inc 2023 Performance-Based RSU Award Agreement * | Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2022 |
| 10.30 | Entegris, Inc 2023 RSU Award Agreement * | Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2022 |
| 10.31 | Entegris, Inc 2023 Stock Option Award Agreement * | Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2022 |
| 10.32 | Executive Employment Agreement, effective November 28, 2012, between Entegris, Inc. and Bertrand Loy* | Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2012 |
| 10.33 | Amendment No. 1, dated April 26, 2013, to Executive Change in Control Termination Agreement, between Entegris, Inc. and Bertrand Loy* | Exhibit 99.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2013 |
| 10.34 | Amendment No. 2, dated February 5, 2020, to Executive Change in Control Termination Agreement, between Entegris, Inc. and Bertrand Loy* | Exhibit 10.4 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2020 |
| 10.35 | Separation Agreement and Release, dated as of September 1, 2022, by and between the Company and Todd Edlund* | Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended October 1, 2022 |
| 10.36 | Employment Offer Letter, dated April 8, 2023, between Entegris, Inc. and Linda LaGorga* | Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended April 1, 2023 |
| 10.37 | Transition Services Agreement, effective April 11, 2023, between Entegris, Inc. and Gregory B. Graves* | Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended April 1, 2023 |
- A “management contract or compensatory plan”
The Company hereby files as exhibits to this Annual Report on Form 10-K the following documents:
Reg. S-K
Item 601(b)
| Reference | Exhibit No. | Documents Filed Herewith |
|---|---|---|
| (10) | 10.38 | Amended and Restated Supplemental Executive Retirement Plan for Key Salaried Employees of Entegris, Inc.* |
| (10) | 10.39 | Form of Entegris, Inc. Performance-Based RSU Award Agreement (2024+)* |
| (10) | 10.40 | Form of Entegris, Inc. Global RSU Award Agreement (2024+)* |
| (10) | 10.41 | Form of Entegris, Inc. Stock Option Award Agreement (2024+)* |
| (21) | 21.1 | Subsidiaries of Entegris, Inc. |
| (23) | 23.1 | Consent of Independent Registered Public Accounting Firm |
| (24) | 24.1 | Power of Attorney by the Directors of Entegris, Inc. |
| (31) | 31.1 | Certification required by Rule 13a-14(a) in accordance with Section 302 of the Sarbanes—Oxley Act of 2002. |
| (31) | 31.2 | Certification required by Rule 13a-14(a) in accordance with Section 302 of the Sarbanes—Oxley Act of 2002. |
| (32) | 32.1 | Certification required by Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| (32) | 32.2 | Certification required by Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| (97) | 97 | Amended and Restated Entegris, Inc. Clawback Policy |
| (101) | 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| (101) | 101.SCH | XBRL Taxonomy Extension Schema Document |
| (101) | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| (101) | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| (101) | 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| (101) | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| (104) | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- A “management contract or compensatory plan”
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