8-K
filed May 15, 2023, 7:59 PM ET
ticker CTS
CIK 0000026058
other material
confidence high
sentiment neutral
materiality 0.35
CTS Corp. amends bylaws for electronic board consents and holds 2023 annual meeting
CTS CORP
- Board amended Article VIII of bylaws to permit electronic board consents under Indiana law.
- All six director nominees elected: Donna Costello, William Johnson, Kieran O'Sullivan, Robert Profusek, Randy Stone, Alfonso Zulueta.
- Non-binding advisory vote on executive compensation (say-on-pay) approved with 27,851,669 for vs 980,524 against.
- Shareholders favored one-year frequency for future say-on-pay votes; board adopted annual frequency.
- Shareholder proposal to require shareholder approval for termination pay failed with 14,025,960 for vs 14,802,616 against.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CTS CORP: Amended Article VIII to permit use of electronic board consents under Indiana law (effective 2023-05-11).
- Change
- bylaw amendment
- Effective
- 2023-05-11
Exact text from the filing
On May 11, 2023, the Board of Directors of the Company (the “Board”) approved amendments to Article VIII of the Company’s Amended and Restated Bylaws (as amended, the “Amended and Restated Bylaws”) to include changes to permit the use of electronic board consents as allowable under the Indiana Business Corporation Law and Indiana Uniform Electronic Transactions Act.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CTS CORP shareholders approved Approval, on an advisory basis, of the frequency of future advisory votes regarding the compensation of the Company's named executive officers at the 2023-05-11 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-11
Exact text from the filing
PROPOSAL 3 – Approval, on an advisory basis, of the frequency of future advisory votes regarding the compensation of the Company’s named executive officers: NUMBER OF VOTES FOR ONE YEAR NUMBER OF VOTES FOR 2 YEARS NUMBER OF VOTES FOR 3 YEARS NUMBER OF ABSTENTIONS 27,138,533 11,621 1,681,530 17,327
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CTS CORP shareholders approved Election of six directors until the next annual meeting of shareholders at the 2023-05-11 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-11
Exact text from the filing
PROPOSAL 1 – Election of six directors until the next annual meeting of shareholders: DIRECTOR NOMINEE NUMBER OF VOTES FOR NUMBER OF VOTES AGAINST NUMBER OF ABSTENTIONS NUMBER OF BROKER NON-VOTES Donna M. Costello 28,655,258 166,751 27,002 812,223 William S. Johnson 28,688,186 134,024 26,801 812,223 Kieran M. O’Sullivan 28,101,838 719,334 27,839 812,223 Robert A. Profusek 26,149,375 2,672,836 26,800 812,223 Randy L. Stone 28,777,820 44,287 26,904 812,223 Alfonso G. Zulueta 28,227,595 594,344 27,072 812,223
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CTS CORP shareholders approved Ratification of the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-11 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-11
Exact text from the filing
PROPOSAL 4 – Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023: NUMBER OF VOTES FOR NUMBER OF VOTES AGAINST NUMBER OF ABSTENTIONS 29,262,918 390,828 7,488
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CTS CORP shareholders approved Approval, on a non-binding advisory basis, of the compensation of our named executive officers at the 2023-05-11 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-11
Exact text from the filing
PROPOSAL 2 – Approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in the Proxy Statement: NUMBER OF VOTES FOR NUMBER OF VOTES AGAINST NUMBER OF ABSTENTIONS NUMBER OF BROKER NON-VOTES 27,851,669 980,524 16,818 812,223
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CTS CORP shareholders rejected Approval of a shareholder proposal to subject termination pay to shareholder approval at the 2023-05-11 meeting.
- Outcome
- failed
- Meeting
- 2023-05-11
Exact text from the filing
PROPOSAL 5 – Approval of a shareholder proposal to subject termination pay to shareholder approval: NUMBER OF VOTES FOR NUMBER OF VOTES AGAINST NUMBER OF ABSTENTIONS NUMBER OF BROKER NON-VOTES 14,025,960 14,802,616 20,435 812,223
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.