CMC MATERIALS, INC. Item 5.07. Submission of Matters to a Vote of Security Holders.
On
As of
At the Special Meeting, the following proposals were considered:
1. a proposal to adopt the Merger Agreement (the "Merger Agreement Proposal");
2. a proposal to approve, on a non-binding, advisory basis, the merger-related
compensation that will or may be paid to CMC's named executive officers in
connection with the transactions contemplated by the Merger Agreement (the
"Compensation Proposal"); and
3. a proposal to approve the adjournment of the Special Meeting to solicit
additional proxies if there are not sufficient votes at the time of the
Special Meeting to approve the Merger Agreement Proposal or to ensure that any
supplement or amendment to the proxy statement/prospectus is timely provided
to CMC stockholders (the "Adjournment Proposal").
The Merger Agreement Proposal and the Adjournment Proposal were approved by the
requisite vote of CMC's stockholders. The Compensation Proposal (a non-binding,
advisory proposal) was not approved by CMC's stockholders. The final voting
results for each such proposal are described below. For more information on each
of these proposals, see the definitive proxy statement filed by CMC with the
1. Merger Agreement Proposal:
For Against Abstain Broker Non-Votes 23,878,734 9,273 387,965 0 2. Compensation Proposal: For Against Abstain Broker Non-Votes 8,643,219 14,907,473 725,280 0 3. Adjournment Proposal: For Against Abstain Broker Non-Votes 21,951,072 1,705,146 619,754 0
Completion of the Merger remains subject to the satisfaction of customary closing conditions, including regulatory approvals.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 99.1 Press Release of CMC datedMarch 3, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * * * 2
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Cautionary Note Regarding Forward Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that are subject to risks and
uncertainties and are made pursuant to the safe harbor provisions of Section 27A
of the Securities Act of 1993, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. The words "believe" "continue," "could,"
"expect," "anticipate," "intends," "estimate," "forecast," "project," "should,"
"may," "will," "would" or the negative thereof and similar expressions are
intended to identify such forward-looking statements. These forward-looking
statements, including statements related to anticipated results of operations,
business strategies of Entegris, CMC and the combined company, anticipated
benefits of the proposed transaction, the anticipated impact of the proposed
transaction on Entegris' and CMC's business and future financial and operating
results, the expected amount and timing of synergies from the proposed
transaction, the anticipated closing date for the proposed transaction and other
aspects of CMC's and Entegris' operations or operating results, are only
predictions and involve known and unknown risks and uncertainties, many of which
are beyond Entegris' and CMC's control, and could cause actual results to differ
materially from those indicated in such forward-looking statements. These
factors and risks include, but are not limited to, (i) weakening of global
and/or regional economic conditions, generally or specifically in the
semiconductor industry, which could decrease the demand for Entegris' and CMC's
products and solutions; (ii) the parties' ability to meet rapid demand shifts;
(iii) the parties' ability to continue technological innovation and introduce
new products to meet customers' rapidly changing requirements; (iv) Entegris'
and CMC's ability to protect and enforce intellectual property rights; (v)
operational, political and legal risks of Entegris' and CMC's international
operations; (vi) the increasing complexity of certain manufacturing processes;
(vii) raw material shortages, supply and labor constraints and price increases;
(viii) changes in government regulations of the countries in which Entegris and
CMC operate; (ix) the fluctuation of currency exchange rates; (x) fluctuations
in the market price of Entegris' stock; (xi) the level of, and obligations
associated with, Entegris' and CMC's indebtedness; (xii) the impact of public
health crises, such as pandemics (including coronavirus (COVID-19)) and
epidemics and any related company or government policies and actions to protect
the health and safety of individuals or government policies or actions to
maintain the functioning of national or global economies and markets; and (xiii)
other risk factors and additional information. In addition, risks that could
cause actual results to differ from forward-looking statements include: the
inherent uncertainty associated with financial or other projections; the prompt
and effective integration of Entegris' businesses and the ability to achieve the
anticipated synergies and value-creation contemplated by the proposed
transaction; the risk associated with the timing of the closing of the proposed
transaction, including the risk that the conditions to the transaction are not
satisfied on a timely basis or at all and the failure of the transaction to
close for any other reason; the risk that a regulatory consent or authorization
that may be required for the proposed transaction is not obtained or is obtained
subject to conditions that are not anticipated; unanticipated difficulties or
expenditures relating to the transaction, the outcome of any legal proceedings
related to the merger, the response and retention of business partners and
employees as a result of the announcement and pendency of the transaction; and
the diversion of management time on transaction-related issues. These risks, as
well as other risks related to the proposed transaction, are included in the
registration statement on Form S-4, as amended, and proxy statement/prospectus
that were filed with the
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