ccmp-20220309

(Exact name of registrant as specified in its charter)

Delaware

000-30205

36-4324765

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CCMP	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On March 9, 2022, CMC Materials, Inc. (the “Company”) issued a press release announcing that its Board of Directors has declared a quarterly cash dividend of $0.46 per share on the Company's common stock. The dividend will be payable on or about April 22, 2022 to stockholders of record at the close of business on March 23, 2022.

As previously announced, on December 14, 2021, the Company entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) with Entegris, Inc. (“Entegris”) and Yosemite Merger Sub, Inc., a wholly owned subsidiary of Entegris (“Merger Sub”) whereby Merger Sub will merge with and into the Company (the “Merger”). The terms of the Merger Agreement limit the Company’s ability to declare and pay future quarterly cash dividends, except the Company may declare quarterly cash dividends in an amount not to exceed $0.46 per share, in a manner consistent with the Company's past practices, in the event the Merger is not completed by December 14, 2022.


(d)						Exhibits

Exhibit No.						Description
99.1						Press Release, dated March 9, 2022, entitled “CMC Materials Declares Quarterly Cash Dividend.”
104						Cover Page Interactive Data File - The Cover Page Interactive Data File does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CMC MATERIALS, INC.

[Registrant]

Date: March 9, 2022

By:

/s/ JEANETTE A. PRESS

Jeanette A. Press

Interim Chief Financial Officer and Principal Accounting Officer

[Principal Financial Officer]


870 North Commons Drive, Aurora, Illinois						60504
(Address of principal executive offices)						(Zip Code)


(630) 375-6631
(Registrant’s telephone number, including area code)


Not Applicable
(Former name or former address, if changed since last report)