UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 9, 2024, the Board of Directors (the “Board”) of CTS Corporation (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (as amended, the “Amended and Restated Bylaws”) that were ministerial in nature, including removing language referring to an annual meeting of the Board and specifying certain duties of the corporate secretary.
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 and is incorporated herein by reference.
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 9, 2024. At the Annual Meeting, all director nominees were elected and proposals 2 and 3 were approved. The proposals below are described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the SEC on March 29, 2024 (the “Proxy Statement”). The final results were as follows:
PROPOSAL 1 – Election of seven directors until the next annual meeting of shareholders:
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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28,268,183 |
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82,924 |
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31,780 |
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799,741 |
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Amy M. Dodrill |
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28,315,651 |
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35,459 |
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31,777 |
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799,741 |
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William S. Johnson |
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28,279,373 |
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71,737 |
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31,777 |
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799,741 |
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Kieran M. O’Sullivan |
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27,743,690 |
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605,198 |
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33,999 |
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799,741 |
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Robert A. Profusek |
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25,829,351 |
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2,521,758 |
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31,778 |
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799,741 |
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Randy L. Stone |
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28,039,521 |
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311,480 |
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31,886 |
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799,741 |
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Alfonso G. Zulueta |
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28,054,712 |
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306,309 |
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21,866 |
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799,741 |
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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:
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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27,638,172 |
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725,697 |
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19,018 |
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799,741 |
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PROPOSAL 3 – Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:
NUMBER OF VOTES FOR |
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NUMBER OF VOTES AGAINST |
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NUMBER OF ABSTENTIONS |
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28,760,155 |
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411,876 |
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10,597 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
3.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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 13, 2024 |
By: |
/s/ Scott L. D'Angelo |
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Scott L. D'Angelo |