Business Context and Reporting Period
This Form 8-K filing by TTM Technologies, Inc. (TTMI) was submitted on February 20, 2018, reporting events occurring on February 13, 2018. The filing addresses corporate governance changes regarding the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
- Director Departure: Ronald W. Iverson will not stand for re-election to the Board of Directors due to the Company's mandatory retirement policy requiring directors to retire at age 75.
- Director Nomination: The Board nominated Rex D. Geveden as a Class III director to fill the vacancy, subject to approval by the United States Defense Security Service and election by stockholders at the meeting on May 9, 2018.
- Compensation Arrangement: Upon election, Mr. Geveden will receive standard non-employee director compensation and be issued 20,000 stock options with a strike price based on the closing price of TTMI shares on May 9, 2018.
Outlook, Risks, and Management Commentary
The Board has determined that Mr. Geveden qualifies as an independent director under SEC and NASDAQ rules. There were no arrangements or understandings pursuant to which Mr. Geveden was nominated, and no related party transactions have occurred between him and the Company since the beginning of the last fiscal year. Mr. Geveden brings significant experience as the former President and CEO of BWX Technologies, Inc., and previously held executive roles at Teledyne Technologies and NASA.
Investor Verification Checklist
- Confirm the outcome of the United States Defense Security Service approval for Rex D. Geveden's nomination.
- Verify the election results for Mr. Geveden at the Stockholder's Meeting on May 9, 2018.
- Review the attached press release (Exhibit 99.1) for additional details on the transition.