Business Context and Reporting Period
Company: TTM Technologies, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 29, 2015
Event: Entry into Material Definitive Agreements regarding shareholder rights and governance.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The filing details two material amendments to agreements with Principal Shareholders (Mr. Tang Hsiang Chien and Su Sih (BVI) Limited) and the Tang Siblings:
- Registration Rights: The First Amendment to the Registration Rights Agreement increased the number of demand registrations available to Principal Shareholders from four to five.
- Voting Rights: The Second Amendment to the Shareholders Agreement increased the "Maximum Unrestricted Voting Percentage" from 23% to 28%. Votes cast in excess of this threshold must now be cast in direct proportion to non-affiliate stockholders, except for specific matters like board nominee elections.
- Subsidiary Governance: The Principal Shareholders and Tang Siblings lost the right to nominate the majority of directors for the Meadville PCB Subsidiaries. They are now entitled to nominate only a minority of the board for these subsidiaries.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future performance. The primary risk disclosed relates to the altered governance structure and voting limitations imposed on the Principal Shareholders and their affiliates.
Investor Verification Checklist
- Verify the exact terms of the First Amendment to the Registration Rights Agreement (Exhibit 10.1).
- Review the Second Amendment to the Shareholders Agreement (Exhibit 10.2) to understand the specific voting bifurcation mechanics.
- Confirm the current board composition of the Meadville PCB Subsidiaries following the change in nomination rights.
- Check subsequent filings for any impact of these governance changes on company strategy or operations.