Bylaw Amendment · Shareholder Vote

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 11, 2023     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: ☐ 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(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. ☐     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:   DIRECTOR NOMINEE   NUMBER OF VOTES FOR     NUMBER OF VOTES AGAINST     NUMBER OF ABSTENTIONS     NUMBER OF BROKER NON-VOTES   Donna M. Costello   28,655,258       166,751       27,002       812,223   William S. Johnson   28,688,186       134,024       26,801       812,223   Kieran M. O’Sullivan   28,101,838       719,334       27,839       812,223   Robert A. Profusek   26,149,375       2,672,836       26,800       812,223   Randy L. Stone   28,777,820       44,287       26,904       812,223   Alfonso G. Zulueta     28,227,595       594,344       27,072       812,223     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     27,851,669       980,524       16,818       812,223     PROPOSAL 3 – Approval, on an advisory basis, of the frequency of future advisory votes regarding the compensation of the Company’s named executive officers:   NUMBER OF VOTES FOR ONE YEAR     NUMBER OF VOTES FOR 2 YEARS     NUMBER OF VOTES FOR 3 YEARS     NUMBER OF ABSTENTIONS     27,138,533       11,621       1,681,530       17,327     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:   NUMBER OF VOTES FOR   NUMBER OF VOTES AGAINST   NUMBER OF ABSTENTIONS     29,262,918       390,828       7,488     PROPOSAL 5 – Approval of a shareholder proposal to subject termination pay to shareholder approval:   NUMBER OF VOTES FOR     NUMBER OF VOTES AGAINST     NUMBER OF ABSTENTIONS     NUMBER OF BROKER NON-VOTES     14,025,960       14,802,616       20,435       812,223     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)     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 15, 2023 By: /s/ Scott L. D'Angelo       Scott L. D'Angelo Vice President, General Counsel and Secretary