Business Context and Reporting Period
Company: TTM Technologies, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 22, 2006
Event: Stockholder approval of the new 2006 Incentive Compensation Plan (the "2006 Plan").
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on equity compensation plan details.
- Outstanding Options (as of June 30, 2006): 2,744,118 shares issuable upon exercise.
- Available Shares for Issuance (2000 Plan & Management Plan): 3,852,915 shares (to be transferred to the 2006 Plan).
- Net Increase in Share Reserve: 3,000,000 shares added compared to replaced plans.
Material Changes
The primary material change is the replacement of the 2000 Equity Compensation Plan and the Amended and Restated Management Stock Option Plan with the new 2006 Plan.
- Plan Termination: No further grants will be made under the 2000 Plan or Management Plan.
- Share Reserve Expansion: The 2006 Plan increases the total shares available for grant by a net 3,000,000 shares.
- Share Transfer: All available share reserves from the terminated plans are transferred to the 2006 Plan.
- Repricing Restriction: The 2006 Plan explicitly prohibits repricing of options without stockholder approval.
Guidance, Outlook, and Management Commentary
Purpose of Plan: To recruit, reward, motivate, and retain talented personnel; align management and stockholder interests; and create long-term stockholder value.
Award Types: The plan permits stock options, stock appreciation rights, restricted stock, stock units, bonus stock, dividend equivalents, and performance awards (settled in cash, stock, or other property).
Tax Qualification: Awards may qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code.
Administration: Administered by the Board of Directors, currently delegated to the Compensation Committee.
Risks and Contingencies: The filing text does not disclose specific financial risks or contingencies beyond the standard qualification of the summary by reference to the full plan text.
Investor Verification Checklist
- Verify the total number of shares authorized under the 2006 Plan in the full proxy statement.
- Confirm the specific vesting schedules and performance criteria for awards under the new plan.
- Review the impact of the 3,000,000 share increase on potential future dilution.
- Check the status of the 2,744,118 outstanding options from prior plans to ensure they remain valid under the transition.