Business Context and Reporting Period
This Form 8-K Current Report from TTM Technologies, Inc. covers events occurring on May 8, 2024, primarily surrounding the Company's 2024 Annual Meeting of Stockholders. The filing details changes to the Board of Directors, amendments to the Company's Certificate of Incorporation and Bylaws, and the results of shareholder votes.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder actions. It does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the Company's most recent 10-Q or 10-K filings for financial results.
Material Changes and Corporate Actions
Board of Directors Changes
- Resignation: Dr. Dov S. Zakheim resigned as a Class I director on May 8, 2024, due to reaching the mandatory retirement age of 75. The resignation was not due to any disagreement with the Company.
- Appointment: Mr. Wajid Ali was appointed on May 9, 2024, to fill the vacancy. He serves as a Class I director until the 2025 annual meeting, subject to DCSA approval. He is expected to serve on the Audit Committee and will receive standard non-employee director compensation, including Restricted Stock Units.
Amendments to Governing Documents
Shareholders approved amendments to the Certificate of Incorporation and Bylaws effective May 8, 2024:
- Officer Exculpation: Permitted exculpation of officers consistent with Delaware General Corporation Law.
- Director Removal: Enabled stockholders to remove any or all directors with or without cause.
- Voting Thresholds: Eliminated the requirement for an 80% supermajority vote for certain amendments to the Certificate of Incorporation and Bylaws.
- Election Standards: Adopted a majority approval standard for uncontested director elections and modified advance notice requirements for stockholder director nominations.
Annual Meeting Results
Of 101,775,162 shares outstanding, 96,540,774 shares (94.86%) were present or represented by proxy. All nine proposals submitted to the vote were approved.
| Proposal | Votes For | Votes Against | Abstain |
|---|---|---|---|
| Election of Class III Directors | Varied by candidate (e.g., Rex D. Geveden: 91.5M) | Varied by candidate | N/A |
| Officer Exculpation Amendment | 87,704,604 | 5,380,074 | 16,119 |
| Director Removal Amendment | 93,070,512 | 9,825 | 20,460 |
| Elimination of 80% Vote Requirement (Charter) | 92,918,166 | 178,828 | 3,803 |
| Bylaw Amendments (Various) | 92.9M - 93.0M | 23,008 - 86,851 | 14,209 - 15,192 |
| Advisory Vote on Executive Compensation | 90,770,820 | 2,136,982 | 192,995 |
| Ratification of KPMG LLP | 95,659,562 | 858,464 | 22,747 |
Guidance, Outlook, and Risks
The filing contains no financial guidance or operational outlook. It includes a standard cautionary note regarding forward-looking statements, noting that actual results may differ materially due to risks and uncertainties beyond the Company's control. Specific risks are referenced in the "Risk Factors" and "Management's Discussion and Analysis" sections of other public reports.
Key Facts for Investor Verification
- Verify the effective date of the new Certificate of Incorporation and Bylaws (May 8, 2024) and review the full text of Exhibits 3.1 and 3.2 for specific legal language changes.
- Confirm the status of Mr. Wajid Ali's appointment, specifically the pending approval from the Defense Counterintelligence and Security Agency (DCSA).
- Note the removal of the 80% supermajority voting requirement, which lowers the threshold for future corporate governance changes.
- Review the "Risk Factors" in the most recent 10-K or 10-Q for details on the risks mentioned in the forward-looking statement disclaimer.