CTS Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

 

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

Date of Report (Date of earliest event reported): May 09, 2024

 

 

CTS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Indiana			1-4639	35-0225010
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4925 Indiana Avenue
Lisle, Illinois				60532
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (630) 577-8800

 

Not Applicable

(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:

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, no par value		CTS		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. ☐

 

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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		NUMBER OF VOTES FOR				NUMBER OF VOTES AGAINST				NUMBER OF ABSTENTIONS				NUMBER OF BROKER NON-VOTES
Donna M. Costello			28,268,183				82,924				31,780				799,741
Amy M. Dodrill			28,315,651				35,459				31,777				799,741
William S. Johnson			28,279,373				71,737				31,777				799,741
Kieran M. O’Sullivan			27,743,690				605,198				33,999				799,741
Robert A. Profusek			25,829,351				2,521,758				31,778				799,741
Randy L. Stone			28,039,521				311,480				31,886				799,741
Alfonso G. Zulueta			28,054,712				306,309				21,866				799,741

 

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				NUMBER OF VOTES AGAINST				NUMBER OF ABSTENTIONS				NUMBER OF BROKER NON-VOTES
	27,638,172				725,697				19,018				799,741

 

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				NUMBER OF VOTES AGAINST				NUMBER OF ABSTENTIONS
	28,760,155				411,876				10,597

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Amended and Restated Bylaws of CTS Corporation
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

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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.

 

			CTS Corporation
Date:	May 13, 2024	By:	/s/ Scott L. D'Angelo
			Scott L. D'Angelo Vice President, Chief Legal Officer and Corporate Secretary

 

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