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Executive Change

Filed Feb 8, 2024 · 2y ago · Accession 0000950170-24-012847

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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): February 08, 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     (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 5.02. Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   Effective February 8, 2024, the board of directors (the “Board”) of CTS Corporation (the “Company”) increased the size of its board from six to seven members, and elected Amy M. Dodrill to fill the resulting vacancy. Ms. Dodrill most recently served as President of Baxter’s Global Surgical Solutions and Patient Support Systems segment, a business with innovative products focused on advancing connected care and patient outcomes. Ms. Dodrill is a member of the board of directors of Procept BioRobotics (NASDAQ: PRCT), a commercial stage surgical robotics company, serving on its audit and compensation committees. As a non-employee director, Ms. Dodrill will receive compensation in the same manner as the Company’s other non-employee directors, which compensation the Company previously disclosed in its Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 31, 2023. Ms. Dodrill will serve as a member of the nominating, governance and sustainability and technology and transactions committees of the Board. The Company will enter into an Indemnification Agreement with Ms. Dodrill, the form of which was previously disclosed on Exhibit 10.1 on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2015. A copy of the press release announcing Ms. Dodrill’s election to the board of directors is attached to this Report as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits   Exhibit   Description 99.1   Press Release dated February 8, 2024 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   Date: February 8, 2024   CTS CORPORATION         By: /s/  Scott L. D'Angelo     Scott L. D'Angelo     Vice President, General Counsel and Secretary
Filing details
Company
CTS CORP
Ticker
CTS
CIK
26058
Form type
8-K
Filing date
Feb 8, 2024
Report date
Feb 8, 2024
Document
cts-20240208.htm
Size
168 KB