Business Context and Reporting Period
This Form 8-K filing by TTM Technologies, Inc. (TTM) was submitted on October 22, 2018, reporting events occurring on October 18, 2018. The filing addresses corporate governance changes specifically regarding the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the appointment of a new director and associated compensation.
Material Changes
The primary material change reported is the effective appointment of Chantel E. Lenard as a Class I director following approval from the United States Defense Security Service (DSS). This appointment increases the total size of the Board to 10 directors, with 8 classified as independent under Nasdaq rules.
Management Commentary and Compensation
Management disclosed the following compensatory arrangements for Ms. Lenard, effective October 18, 2018, through the next Annual Meeting of Shareholders:
- Retainer: $37,819
- Restricted Stock Units (RSUs): $66,740
- Stock Options: Grant to purchase 20,000 shares of common stock at an exercise price determined by the closing stock price on October 18, 2018.
Investor Verification Checklist
- Verify the closing stock price of TTM on October 18, 2018, to determine the exercise price of the 20,000 stock options granted.
- Confirm the current composition of the Board of Directors to ensure the total count reflects the increase to 10 members.
- Review the Special Security Agreement between TTM and the DSS to understand the conditions under which director appointments require security clearance.