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ATMI > SEC Filings for ATMI > Form 8-K on 15-Apr-2014All Recent SEC Filings

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Form 8-K for ATMI INC


15-Apr-2014

Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements


Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 15, 2014, ATMI, Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting") to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of February 4, 2014 (as it may be amended from time to time), by and among the Company, Entegris, Inc. ("Parent") and Atomic Merger Corporation, a wholly owned subsidiary of Parent ("Merger Sub") (such agreement, the "Merger Agreement"), pursuant to which Merger Sub would merge with and into the Company (the "Merger"), with the Company as the surviving corporation and a wholly owned subsidiary of Parent;
(ii) a proposal to adjourn the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement; and (iii) a non-binding advisory proposal to approve the golden parachute compensation payable to the Company's named executive officers in connection with the Merger.

The proposal to adopt the Merger Agreement was approved by the Company's stockholders. The final report of the votes for this proposal was as follows:

For Against Abstain Broker Non-Votes 27,254,413 28,652 160,939 0

The proposal to adjourn the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement was approved by the Company's stockholders. The final report of the votes for this proposal was as follows:

For Against Abstain Broker Non-Votes 25,514,997 1,779,220 149,787 0

The non-binding advisory proposal to approve the golden parachute compensation payable to the Company's named executive officers in connection with the Merger was approved by the Company's stockholders. The final report of the votes for this proposal was as follows:

For Against Abstain Broker Non-Votes 20,794,763 3,993,685 2,655,556 0

Adjournment of the Special Meeting was not necessary because there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.



Item 8.01. Other Events.

On April 15, 2014, the Company issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Approval from the Taiwan Fair Trade Commission is the only required regulatory approval for the Merger that remains outstanding. We currently expect to receive this approval by the end of April 2014 and, subject to the satisfaction of the other conditions to closing of the Merger, expect to close the Merger promptly thereafter in accordance with the terms of the Merger Agreement. However, there can be no assurance that the closing of the Merger will occur by that time or at all.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
99.1 Press Release, dated April 15, 2014.


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