8-KThe WireRoutine
Shareholder Vote
Filed May 12, 2022 · 4y ago · Accession 0001564590-22-019832
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 12, 2022
CTS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
IN
1-4639
35-0225010
(State or other jurisdiction of incorporation)
(Commission File Number)
(1.R.S. Employer Identification No)
4925 Indiana Avenue
Lisle IL
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 240.14a12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. l 4d2(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
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 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 12, 2022. At the Annual Meeting, all director nominees were elected and all other proposals were approved. The proposals below are described in more detail in the Company’s definitive proxy statement filed on April 1, 2022 (the “Proxy Statement”) for the Annual Meeting. 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 WITHHELD
NUMBER OF BROKER NON-VOTES
Donna Costello
28,745,212
142,719
1,009,724
Gordon Hunter
28,328,759
559,172
1,009,724
William S. Johnson
28,785,734
102,197
1,009,724
Ye Jane Li
28,143,625
744,306
1,009,724
Kieran O’Sullivan
28,172,446
715,485
1,009,724
Robert A. Profusek
28,161,805
726,126
1,009,724
Alfonso G. Zulueta
28,369,379
518,552
1,009,724
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
28,385,826
484,623
17,482
1,009,724
PROPOSAL 3 – Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2022:
NUMBER OF VOTES FOR
NUMBER OF VOTES AGAINST
NUMBER OF ABSTENTIONS
29,771,320
122,586
3,749
PROPOSAL 4 – Approval of an amendment to the CTS Articles of Incorporation to implement a majority voting standard in uncontested director elections:
NUMBER OF VOTES FOR
NUMBER OF VOTES AGAINST
NUMBER OF ABSTENTIONS
NUMBER OF BROKER NON-VOTES
28,816,262
62,341
9,328
1,009,724
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.
Date: May 12, 2022
CTS CORPORATION
By:
/s/ Scott D’Angelo
Scott D’Angelo
Vice President, General Counsel and Secretary
Filing details
- Company
- CTS CORP
- Ticker
- CTS
- CIK
- 26058
- Form type
- 8-K
- Filing date
- May 12, 2022
- Report date
- May 12, 2022
- Document
- cts-8k_20220512.htm
- Size
- 196 KB