Littelfuse Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$LFUS
Electrical Products
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
| WASHINGTON, D.C. 20579 | ||
FORM 8-K
| CURRENT REPORT | ||
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 24, 2025
(Date of earliest event reported)
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)
| (State of other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (773 ) 628-1000
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 | Name of exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
On April 24, 2025, in connection with equity grants to named executive officers under the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended (the “Plan”), and the Littelfuse/IXYS Corporation Long-Term Incentive Plan (the “LF/IXYS Plan”), the Board of Directors (the “Board”) of Littelfuse, Inc. (the “Company”) approved: (i) a new form of restricted stock unit award agreement for grants of restricted stock units to executive officers under the Plan (the “RSU Award Agreement”), (ii) a new form of performance share award agreement for grants of performance share units to executive officers under the Plan (the “PSU Award Agreement”), and (iii) a new form of restricted stock unit award agreement for grants of restricted stock units to executive officers under the LF/IXYS Plan (the “Littelfuse/IXYS RSU Award Agreement” and, collectively with the RSU Award Agreement, and the PSU Award Agreement, the “Award Agreements”). Each of the Award Agreements has material terms that are substantially similar to those in the forms of award agreements last approved by the Board and previously disclosed by the Company except that (i) the updated Award Agreements provide for the accrual of dividend equivalent rights on the grants, and (ii) the format of the Award Agreements has been updated and the Company has made certain ministerial and conforming changes.
Such descriptions of the terms of the new forms of each of the Award Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the new form of Award Agreements, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 hereto and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On April 24, 2025, the Company held its 2025 Annual Meeting of Stockholders. A quorum was present at the meeting as required by the Company’s Bylaws. The results of voting for each matter submitted to a vote of stockholders at the meeting are as follows.
Proposal 1: Election of Directors
The eight director nominees were elected to serve as directors until the 2026 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, by the votes set forth below.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||||||||
| Kristina A. Cerniglia | 21,832,677 | 889,558 | 8,182 | 810,654 | ||||||||||||||||||||||||||||
| Tzau-Jin Chung | 21,262,086 | 1,423,886 | 44,445 | 810,654 | ||||||||||||||||||||||||||||
| Gayla J. Delly | 22,376,494 | 308,777 | 45,146 | 810,654 | ||||||||||||||||||||||||||||
| Maria C. Green | 22,375,957 | 309,212 | 45,248 | 810,654 | ||||||||||||||||||||||||||||
| Anthony Grillo | 20,407,005 | 2,316,341 | 7,071 | 810,654 | ||||||||||||||||||||||||||||
| Gregory N. Henderson | 22,257,403 | 465,946 | 7,068 | 810,654 | ||||||||||||||||||||||||||||
| Gordon Hunter | 21,985,808 | 737,948 | 6,661 | 810,654 | ||||||||||||||||||||||||||||
| William P. Noglows | 21,622,429 | 1,100,980 | 7,008 | 810,654 | ||||||||||||||||||||||||||||
Proposal 2: Advisory Vote on Compensation of Named Executive Officers
The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers, by the votes set forth below.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 17,265,338 | 5,448,440 | 16,639 | 810,654 | |||||||||||||||||
Proposal 3: Approval and Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Auditors
The appointment of Deloitte & Touche LLP as the Company’s independent auditors for the 2025 fiscal year ending December 27, 2025 was approved and ratified, by the votes set forth below.
| For | Against | Abstain | ||||||||||||
| 23,520,573 | 7,576 | 12,922 | ||||||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit No. | Description | ||||
| Form of Restricted Stock Unit Award Agreement (Tier I) under the Amended and Restated Littelfuse Long-Term Incentive Plan | |||||
| Form of Performance Share Award Agreement (Tier I) under the Amended and Restated Littelfuse Long-Term Incentive Plan | |||||
| Form of Restricted Stock Unit Award Agreement (Tier I) under the Littelfuse/IXYS Corporation Long-Term Incentive Plan | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
Signature
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 thereunto duly authorized.
| Littelfuse, Inc. | |||||
| Date: April 28, 2025 | By: /s/ Ryan K. Stafford | ||||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | |||||