Littelfuse Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 25, 2024
(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 | ||||
Pursuant to Section 8 of the Littelfuse, Inc. Corporate Governance Guidelines, Mr. Cary Fu has reached the mandatory retirement age of 75, and effective April 25, 2024, following the Annual Meeting of Stockholders, he has retired from the Littelfuse, Inc. (the “Company”) Board of Directors (the “Board”) after more than 11 years of service as a member of the Board.
In connection with the vacancy resulting from Mr. Fu’s retirement from the Board, on April 25, 2024, the Board has voted unanimously to reduce the size of the Board from ten to nine directors. Additionally, the Board has appointed Ms. Kristina Cerniglia to serve as the Audit Committee Chairperson and has appointed Dr. Gregory Henderson to serve as a member of the Compensation Committee of the Board.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On April 25, 2024, the Company held its 2024 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 nine director nominees were elected to serve as directors until the 2025 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 | 22,447,412 | 208,297 | 13,761 | 747,326 | |||||||||||||||||||||||||||||||
| Tzau-Jin Chung | 21,462,790 | 1,190,486 | 16,194 | 747,326 | |||||||||||||||||||||||||||||||
| Gayla J. Delly | 21,984,276 | 671,433 | 13,761 | 747,326 | |||||||||||||||||||||||||||||||
| Maria C. Green | 21,985,912 | 669,900 | 13,658 | 747,326 | |||||||||||||||||||||||||||||||
| Anthony Grillo | 21,561,115 | 1,092,215 | 16,140 | 747,326 | |||||||||||||||||||||||||||||||
| David W. Heinzmann | 21,947,310 | 669,171 | 22,989 | 747,326 | |||||||||||||||||||||||||||||||
| Gregory N. Henderson | 22,534,719 | 115,610 | 19,141 | 747,326 | |||||||||||||||||||||||||||||||
| Gordon Hunter | 22,073,326 | 574,839 | 21,305 | 747,326 | |||||||||||||||||||||||||||||||
| William P. Noglows | 21,960,428 | 683,405 | 25,637 | 747,326 | |||||||||||||||||||||||||||||||
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 | ||||||||||||||
| 20,989,252 | 1,661,781 | 18,437 | 747,326 | ||||||||||||||
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 2024 fiscal year ending December 28, 2024 was approved and ratified, by the votes set forth below.
| For | Against | Abstain | ||||||||||||
| 23,381,417 | 26,193 | 9,186 | ||||||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) Exhibits | |||||
| Exhibit No. | Description | ||||
| 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 26, 2024 | By: /s/ Ryan K. Stafford | ||||
| Executive Vice President, Mergers & Acquisitions, Chief Legal Officer and Corporate Secretary | |||||