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 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: ☐ 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 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)   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