Business Context and Reporting Period
This Form 8-K Current Report was filed by TTM Technologies, Inc. on May 12, 2021. The filing documents events occurring on the same date, specifically the company's 2021 Annual Meeting of Stockholders and significant changes to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and shareholder voting results rather than financial performance.
Material Changes and Corporate Governance
- Board Leadership Transition: Robert E. Klatell retired from the Board of Directors and his position as Chairman at age 75, in accordance with Corporate Governance Guidelines. His resignation was not due to any disagreement with the company.
- New Chairman: Rex Geveden was unanimously appointed as the new Chairman of the Board, effective immediately following his re-election as a Class III director.
- Annual Meeting Participation: Of 106,906,227 shares outstanding, 90,810,489 shares (approximately 84.94%) were present in person or by proxy.
Voting Results and Shareholder Matters
All proposed measures at the Annual Meeting passed. The specific results were:
- Proposal 1 (Election of Class III Directors):
- John G. Mayer: 75,002,840 votes For; 12,130,794 votes Withheld.
- Rex D. Geveden: 86,027,177 votes For; 1,106,457 votes Withheld.
- Proposal 2 (Advisory Vote on Executive Compensation): 86,663,651 votes For; 414,296 votes Against; 55,687 Abstain.
- Proposal 3 (Ratification of Auditors): 90,710,576 votes For; 65,710 votes Against; 34,203 Abstain.
Outlook, Risks, and Management Commentary
The filing does not contain forward-looking guidance, management commentary on financial outlook, or specific risk factors beyond the standard disclosure that the press release information is not deemed "filed" under Section 18 of the Exchange Act.
Key Facts for Investor Verification
- Confirm the effective date of Rex Geveden's appointment as Chairman.
- Verify the total number of shares outstanding and the percentage of shareholder participation (84.94%) at the May 12, 2021 meeting.
- Note that Robert E. Klatell's departure was a planned retirement at age 75, not a result of internal conflict.
- Review the attached press release (Exhibit 99.1) for any additional context not included in the 8-K summary.