Business Context and Reporting Period
This Form 8-K Current Report is filed by TTM Technologies, Inc. (TTMI) on January 29, 2026, with a signature date of February 2, 2026. The filing addresses corporate governance changes, specifically the departure of a director and the appointment of two new directors to the Board of Directors.
Financial Metrics
This filing does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The filing details the following material changes to the Board of Directors, effective May 7, 2026 (immediately following the 2026 annual meeting of stockholders):
- Retirement: Thomas T. Edman, a Class I director and former President and CEO, notified the Board of his decision to retire. The filing states this retirement is not the result of any disagreement with the Company regarding operations, policies, or practices.
- Appointment (Class I): Daniel G. Korte was appointed to fill the vacancy created by Mr. Edman's retirement. His term expires at the 2028 annual meeting, subject to DCSA approval. He is deemed an independent director.
- Appointment (Class III): Ryan D. McCarthy was appointed to fill the vacancy created by the mandatory retirement of John G. Mayer (who has reached the mandatory retirement age of 75). Mr. McCarthy's term expires at the 2027 annual meeting, subject to DCSA approval. He is deemed an independent director.
Guidance, Outlook, and Risks
The filing includes a standard cautionary note regarding forward-looking statements, noting that actual results may differ materially from predictions due to risks and uncertainties. No specific financial guidance or outlook is provided in this document. The appointments of Mr. Korte and Mr. McCarthy are subject to approval from the Defense Counterintelligence and Security Agency (DCSA) pursuant to a Special Security Agreement.
Key Facts for Investor Verification
- Verify the effective date of the Board changes: May 7, 2026.
- Confirm the independence status of new directors Daniel G. Korte and Ryan D. McCarthy under NASDAQ listing standards.
- Monitor the status of DCSA approval required for the new directors' appointments.
- Note that Thomas T. Edman's departure is voluntary and unrelated to any disagreement with the Company.
- Review the attached Press Release (Exhibit 99.1) for additional context on the appointments.