Form 8-K - Current report

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

Exhibit 99.1


February 8, 2024	FOR IMMEDIATE RELEASE

CTS Corporation Announces Appointment of Amy M. Dodrill

to its Board of Directors

Lisle, Ill. - CTS Corporation (NYSE: CTS), a leading global designer and manufacturer of custom engineered solutions that “Sense, Connect and Move,” today announced that Amy M. Dodrill has been appointed to its board of directors, effective February 8, 2024, and will serve as a member of the nominating, governance and sustainability and technology and transactions committees.

Ms. Dodrill comes to CTS with over 25 years of experience in medical and technology companies and a proven track record of successfully leading and profitably growing global businesses serving key end markets. Ms. Dodrill most recently served as President of Baxter’s Global Surgical Solutions and Patient Support Systems segment, a $2 billion business with innovative products focused on advancing connected care and patient outcomes. In that role, Ms. Dodrill successfully integrated two former Hillrom business units into Baxter. Ms. Dodrill is a member of the board of directors of Procept BioRobotics (NASDAQ: PRCT), a commercial stage surgical robotics company, serving on the audit and compensation committees.

"CTS is pleased to welcome Amy Dodrill to the CTS board. Her extensive experience in the medical end market and background leading global businesses make her a valuable addition to our already highly experienced and diverse group of directors as CTS continues to focus on growth, end-market diversification, and products that sense, connect and move," said Kieran O’Sullivan, Chairman, President and CEO of CTS.

About CTS

CTS (NYSE: CTS) is a leading designer and manufacturer of products that Sense, Connect, and Move. The company manufactures sensors, actuators, and electronic components in North America, Europe, and Asia, and provides engineered products to customers in the aerospace/defense, industrial, medical, and transportation markets. For more information, visit www.ctscorp.com.

Contact

Ashish Agrawal

Vice President and Chief Financial Officer

CTS Corporation

4925 Indiana Avenue

Lisle, IL 60532

USA

Telephone: +1 (630) 577-8800

Email: ashish.agrawal@ctscorp.com

www.ctscorp.com

Document And Entity Information	Feb. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 08, 2024
Entity Registrant Name	CTS CORPORATION
Entity Central Index Key	0000026058
Entity Emerging Growth Company	false
Entity File Number	1-4639
Entity Incorporation, State or Country Code	IN
Entity Tax Identification Number	35-0225010
Entity Address, Address Line One	4925 Indiana Avenue
Entity Address, City or Town	Lisle
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60532
City Area Code	(630)
Local Phone Number	577-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	CTS
Security Exchange Name	NYSE