TTM Technologies, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report, dated May 24, 2011, details the results of the 2011 Annual Meeting of Stockholders held on that date. The filing covers the voting outcomes for six specific proposals submitted to shareholders.
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 corporate governance and shareholder voting results rather than financial performance data.
Material Changes and Voting Results
Shareholders approved all six proposals presented at the annual meeting:
- Election of Directors: All three nominees (Kenton K. Alder, Philip G. Franklin, and Jacques S. Gansler) were elected to three-year terms expiring in 2014. While all received majority support, Jacques S. Gansler received the highest number of withheld votes (2,384,677) compared to the other nominees.
- Executive Compensation (Say-on-Pay): The advisory vote on the compensation of named executive officers was approved with 63,864,361 votes for and 869,940 votes against.
- Frequency of Say-on-Pay: Shareholders recommended holding the advisory vote on executive compensation every three years (38,857,981 votes) rather than annually (25,774,969 votes).
- Auditor Ratification: PricewaterhouseCoopers LLP was ratified as the independent registered public accountant for the fiscal year ending December 31, 2011, with overwhelming support (73,318,522 votes for).
- Compensation Plan Performance Goals: The material terms of the 2006 Incentive Compensation Plan performance goals were re-approved to preserve tax deductibility under Internal Revenue Code Section 162(m).
- Authorized Share Increase: An amendment to the Certificate of Incorporation was approved to increase authorized common stock from 100,000,000 to 200,000,000 shares, and total authorized capital stock from 115,000,000 to 215,000,000 shares.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management outlook, specific risks, contingencies, or unusual items. The document is limited to reporting the historical voting results of the annual meeting.
Key Facts for Investor Verification
- Verify the impact of the increased authorized share count (doubling common stock authorization) on potential future dilution.
- Review the definitive proxy statement filed on April 22, 2011, for detailed biographies of the elected directors and specific compensation metrics.
- Note the shareholder preference for a three-year cycle for executive compensation advisory votes.
- Confirm the re-election of the board, noting the relatively higher number of withheld votes for director Jacques S. Gansler.