Business Context and Reporting Period
This Form 8-K filing by TTM Technologies, Inc. covers events occurring on May 11, 2017, and was filed on May 17, 2017. The report details the outcome of the Company's 2017 Annual Meeting of Stockholders and a resolution regarding the resignation of a Board member.
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 Actions
Board Resignation Resolution
On March 1, 2017, Board member Tom Tang submitted a notice of resignation. On May 11, 2017, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, agreed not to accept the resignation. Mr. Tang agreed to rescind his notice and will serve the remainder of his term.
Annual Meeting Results
The 2017 Annual Meeting was held on May 11, 2017. Of 101,736,566 shares outstanding, 91,356,581 shares (approximately 89.8%) were present or represented by proxy. All proposed measures passed.
- Proposal 1 (Election of Directors): All Class II Director nominees were elected.
- Kenton K. Alder: 79,250,437 votes for.
- Julie S. England: 82,777,090 votes for.
- Philip G. Franklin: 81,838,191 votes for.
- Proposal 2 (Say-on-Pay): Passed with 82,662,096 votes for versus 356,832 against.
- Proposal 3 (Frequency of Say-on-Pay): Stockholders voted for an annual frequency (71,045,656 votes) over three-year (11,955,820 votes) or two-year options.
- Proposal 4 (Auditor Ratification): Passed with 90,678,671 votes for.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, outlook, management commentary on operations, or specific risk factors. The document is limited to reporting the results of the shareholder vote and the Board's decision regarding Mr. Tang's resignation.
Investor Verification Checklist
- Verify the continued tenure of Tom Tang on the Board following the rescinded resignation.
- Confirm the election of the Class II Directors (Alder, England, Franklin) as reported.
- Note the shareholder preference for annual advisory votes on executive compensation.
- Review the March 1, 2017 Form 8-K referenced in the text for details on the Shareholders Agreement and the initial resignation notice.