Business Context and Reporting Period
This Form 8-K Current Report from TTM Technologies, Inc. covers events occurring on April 23, 2014, specifically the conclusion of the company's 2014 Annual Meeting of Stockholders and the completion of a director's term.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial statements. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
- Director Departure: Dr. Jacques S. Gansler completed his term as a Class II director effective April 23, 2014, and will not be nominated for re-election due to other commitments. The Board intends to fill the vacancy upon identifying a qualified candidate.
- Compensation Plan Update: Stockholders approved the new 2014 Incentive Compensation Plan, replacing the 2006 Plan. The 2014 Plan reserves 4,000,000 shares plus any remaining shares from the 2006 Plan for future grants. It explicitly prohibits option repricing without stockholder approval.
Guidance, Outlook, and Voting Results
The filing details the final voting results for four proposals at the Annual Meeting:
- Proposal 1 (Election of Directors): Kenton K. Alder and Philip G. Franklin were elected to three-year terms expiring in 2017.
- Proposal 2 (2014 Incentive Compensation Plan): Approved with 64,359,221 votes for, 2,792,575 against, and 42,871 abstentions.
- Proposal 3 (Advisory Vote on Executive Compensation): Approved with 63,867,034 votes for, 3,170,207 against, and 157,426 abstentions.
- Proposal 4 (Ratification of Auditors): KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 29, 2014, with 74,314,921 votes for and 164,490 against.
The filing contains no forward-looking financial guidance or management commentary regarding operational outlook.
Investor Verification Checklist
- Verify the specific terms of the 2014 Incentive Compensation Plan in the definitive proxy statement filed on March 14, 2014.
- Monitor future announcements regarding the appointment of a new director to fill the vacancy left by Dr. Gansler.
- Confirm the total share reserve available under the 2014 Plan once the transfer from the 2006 Plan is finalized.