Business Context and Reporting Period
This Form 8-K Current Report from TTM Technologies, Inc. covers events occurring on May 7, 2026. The filing primarily details the results of the Company's 2026 Annual Meeting of Stockholders and changes to the Board of Directors and committee compositions.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and voting outcomes rather than financial performance data.
Material Changes and Governance Events
- Board Departures: John G. Mayer resigned as a Class III director due to reaching the mandatory retirement age of 75. Thomas T. Edman's retirement also became effective on this date.
- Board Appointments: Daniel G. Korte and Ryan D. McCarthy were appointed to the Board, effective May 7, 2026.
- Committee Restructuring: The Board approved changes to the four standing committees (Audit, Human Capital and Compensation, Nominating and Corporate Governance, and Government Security) to reflect the new director composition.
Annual Meeting Results and Outlook
The 2026 Annual Meeting saw 89.61% of eligible shares present (93,055,056 of 103,843,183 outstanding). All proposals submitted to stockholders passed:
- Proposal 1 (Election of Class II Directors): Julie S. England, Philip G. Franklin, and Edwin Roks were elected. While all received majority support, Ms. England received approximately 12.1 million votes against.
- Proposal 2 (Equity Advantage Match Plan): Approved with 86,323,984 votes for.
- Proposal 3 (Say-on-Pay): Approved with 85,838,154 votes for.
- Proposal 4 (Say-on-Pay Frequency): Stockholders voted for an annual frequency (82,028,438 votes) over a three-year frequency (4,557,326 votes).
- Proposal 5 (Auditor Ratification): KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 28, 2026.
Management Commentary: The filing states that Mr. Mayer's resignation was not the result of any disagreement with the Company regarding operations, policies, or practices.
Investor Verification Checklist
- Verify the specific terms of the newly approved Equity Advantage Match Plan (Exhibit 10.1) to understand potential dilution or compensation costs.
- Review the proxy statement for the 2026 Annual Meeting to analyze the context behind the ~12 million votes cast against director Julie S. England.
- Confirm the background and qualifications of the newly appointed directors, Daniel G. Korte and Ryan D. McCarthy, to assess their impact on future strategy.
- Monitor upcoming financial reports for the fiscal year ending December 28, 2026, as this 8-K contains no financial performance data.