Current Report Filing (8-k)

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.