Business Context and Reporting Period
This Form 8-K Current Report was filed by TTM Technologies, Inc. on April 23, 2013. The filing primarily addresses corporate governance matters, including the execution of executive compensation agreements following the expiration of the CEO's employment contract and the results of the 2013 Annual Meeting of Stockholders held on the same date.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate events and governance.
Material Changes and Corporate Events
Executive Compensation and Severance
Following the expiration of CEO Kenton K. Alder's employment agreement on March 22, 2013, the Company entered into two agreements effective April 24, 2013:
- Executive Change in Control Severance Agreement: Provides that if Mr. Alder is terminated without "cause" during a pending change in control or within 12 months following a change in control, or resigns for "good reason" within 12 months following a change in control, he is entitled to a cash payment equal to three times the sum of his annual base salary and annual target bonus (assuming 100% performance achievement). Additionally, vesting of stock options, restricted stock, and restricted stock units would be accelerated.
- Equity Awards Amendment Agreement: Modifies terms for outstanding options and performance-based restricted stock units (PRUs) granted in 2011 and 2012. These awards will continue to vest or remain exercisable as long as Mr. Alder serves as an officer or director of the Company.
Annual Meeting Results
The Company held its 2013 Annual Meeting of Stockholders on April 23, 2013. The voting results were as follows:
- Proposal 1 (Election of Directors): All four nominees were elected to three-year terms expiring in 2016.
- James K. Bass: 68,146,191 votes for; 1,579,502 withheld.
- Thomas T. Edman: 68,033,939 votes for; 1,691,754 withheld.
- Tang Chung Yen, Tom: 67,929,185 votes for; 1,796,508 withheld.
- Dov S. Zakheim: 69,366,996 votes for; 358,697 withheld.
- Proposal 2 (Ratification of Auditors): PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2013.
- Votes For: 76,939,543
- Votes Against: 250,613
- Abstain: 39,167
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary regarding future business performance. The primary contingency noted is the potential financial obligation under the Severance Agreement, which is triggered only by a change in control and specific termination conditions.
Investor Verification Checklist
- Verify the specific definitions of "change in control," "cause," and "good reason" in the full text of the Severance Agreement (Exhibit 10.17) to assess potential liability.
- Review the upcoming Form 10-Q for the quarter ending June 30, 2013, for the full text of the Equity Awards Amendment Agreement.
- Confirm the total number of outstanding equity awards held by Mr. Alder to estimate the potential value of accelerated vesting.
- Check the definitive proxy statement filed on March 14, 2013, for detailed background on the director nominees and auditor ratification.