Current Report Filing (8-k)
22 Novembro 2022 - 7:25PM
Edgar (US Regulatory)
false0000026058--12-3100000260582022-11-102022-11-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 10, 2022 |
CTS CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Indiana |
1-4639 |
35-0225010 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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4925 Indiana Avenue |
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Lisle, Illinois |
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60532 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (630) 577-8800 |
(Former Name or Former Address, if Changed Since Last Report)
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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, no par value |
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CTS |
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The New York Stock Exchange |
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2022 Annual Meeting of Shareholders of CTS Corporation (“CTS” or the “Company”), the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to implement a majority voting standard in uncontested director elections. The Board of Directors of the Company (the “Board”) has approved amendments to Article VI, Section 5 and Article VII, Section 1 of the Company’s Bylaws (as amended, the “Amended and Restated Bylaws”) to reflect changes to the voting standard in uncontested director elections. The Board also approved amendments to Article VII, Sections 4(c) and 4(f) to address Rule 14a-19 under the Securities Exchange Act of 1934, as amended, related to the universal proxy card requirements.
A copy of the Amended and Restated Bylaws of the Company as currently in effect with all amendments is attached hereto as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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.
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CTS Corporation |
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Date: |
November 22, 2022 |
By: |
/s/ Scott D'Angelo |
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Scott D'Angelo
Vice President, General Counsel and Secretary |
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