Current Report Filing (8-k)
15 Maio 2023 - 5:22PM
Edgar (US Regulatory)
0000026058false--12-3100000260582023-05-112023-05-11
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): May 11, 2023 |
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.
On May 11, 2023, the Board of Directors of the Company (the “Board”) approved amendments to Article VIII of the Company’s Amended and Restated Bylaws (as amended, the “Amended and Restated Bylaws”) to include changes to permit the use of electronic board consents as allowable under the Indiana Business Corporation Law and Indiana Uniform Electronic Transactions Act.
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 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 11, 2023. At the Annual Meeting, all director nominees were elected. Proposals 2 and 4 were approved. A majority of the votes cast on Proposal 3 were in favor of a one-year frequency for future advisory votes on the compensation of the Company’s named executive officers. The Board has elected to hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis. Proposal 5 did not receive a majority of the votes cast and therefore was not approved. The proposals below are described in more detail in the Company’s definitive proxy statement filed on March 31, 2023 (the “Proxy Statement”) for the Annual Meeting. The final results were as follows:
PROPOSAL 1 – Election of six directors until the next annual meeting of shareholders:
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DIRECTOR NOMINEE |
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NUMBER OF VOTES FOR |
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NUMBER OF VOTES AGAINST |
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NUMBER OF ABSTENTIONS |
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NUMBER OF BROKER NON-VOTES |
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Donna M. Costello |
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28,655,258 |
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166,751 |
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27,002 |
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812,223 |
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William S. Johnson |
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28,688,186 |
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134,024 |
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26,801 |
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812,223 |
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Kieran M. O’Sullivan |
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28,101,838 |
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719,334 |
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27,839 |
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812,223 |
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Robert A. Profusek |
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26,149,375 |
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2,672,836 |
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26,800 |
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812,223 |
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Randy L. Stone |
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28,777,820 |
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44,287 |
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26,904 |
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812,223 |
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Alfonso G. Zulueta |
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28,227,595 |
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594,344 |
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27,072 |
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812,223 |
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PROPOSAL 2 – Approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in the Proxy Statement:
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NUMBER OF VOTES FOR |
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NUMBER OF VOTES AGAINST |
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NUMBER OF ABSTENTIONS |
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NUMBER OF BROKER NON-VOTES |
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27,851,669 |
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980,524 |
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16,818 |
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812,223 |
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PROPOSAL 3 – Approval, on an advisory basis, of the frequency of future advisory votes regarding the compensation of the Company’s named executive officers:
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NUMBER OF VOTES FOR ONE YEAR |
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NUMBER OF VOTES FOR 2 YEARS |
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NUMBER OF VOTES FOR 3 YEARS |
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NUMBER OF ABSTENTIONS |
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27,138,533 |
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11,621 |
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1,681,530 |
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17,327 |
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PROPOSAL 4 – Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:
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NUMBER OF VOTES FOR |
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NUMBER OF VOTES AGAINST |
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NUMBER OF ABSTENTIONS |
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29,262,918 |
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390,828 |
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7,488 |
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PROPOSAL 5 – Approval of a shareholder proposal to subject termination pay to shareholder approval:
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NUMBER OF VOTES FOR |
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NUMBER OF VOTES AGAINST |
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NUMBER OF ABSTENTIONS |
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NUMBER OF BROKER NON-VOTES |
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14,025,960 |
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14,802,616 |
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20,435 |
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812,223 |
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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: |
May 15, 2023 |
By: |
/s/ Scott L. D'Angelo |
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Scott L. D'Angelo
Vice President, General Counsel and Secretary |
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