TTM Technologies appoints Wajid Ali to board; shareholders approve governance amendments

On May 9, 2024, the Board appointed Mr. Wajid Ali to fill the vacancy created by Dr. Zakheim’s resignation to serve as a Class I director with a term expiring at the annual meeting of stockholders in 2025 or his earlier resignation, retirement or removal, subject to approval from the Defense Counterintelligence and Security Agency (“DCSA”) pursuant to the Special Security Agreement between the Company and DSCA.

On May 8, 2024, Dr. Dov S. Zakheim tendered, and the Board of Directors (the “Board”) of TTM Technologies, Inc. (the “Company”) accepted, his resignation from his position as a Class I director of the Company and any Board committees thereof.

At the Company’s 2024 Annual Meeting of Stockholders held on May 8, 2024 (the “Annual Meeting”), the stockholders of the Company approved proposed amendments (the “Charter Amendments”) to the Company’s certificate of incorporation (i) to permit the exculpation of officers, as is consistent with the Delaware General Corporation Law (the “DGCL”), (ii) to provide that stockholders may remove any or all directors, with or without cause, as permitted by the DGCL, and (iii) to eliminate the requirement that certain amendments thereto be approved by at least 80% of the outstanding shares of all capital stock.

As described under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting the stockholders of the Company also approved amendments to the Company’s bylaws (the “Bylaw Amendments”) to (a) make changes arising from the Special Board Resolution adopted by the Board in February 2023; (b) provide (i) modifications to the advance notice requirements applicable to director nominations submitted by stockholders, (ii) a majority approval standard for uncontested elections of directors, (iii) that stockholders may remove directors with or without cause, and (iv) miscellaneous clarifications and changes, and (c) eliminate the requirement that certain amendments to the Company’s bylaws be approved by at least 80% of the shares entitled to vote.

Proposal 7 – Approval of an amendment of our bylaws to eliminate the 80% stockholder vote requirement for certain amendments Votes For: 92,914,573 Votes Against: 179,788 Abstain: 6,436 Broker Non-Votes: 3,439,977

Proposal 8 – Advisory Vote on the Compensation of Named Executive Officers Votes For: 90,770,820 Votes Against: 2,136,982 Abstain: 192,995 Broker Non-Votes: 3,439,977

Proposal 6 – Approval of amendments of our bylaws to provide advance notice requirements for director nominations by stockholders, a majority approval standard for uncontested director elections, that stockholders may remove directors, with or without cause, and miscellaneous amendments to our bylaws Votes For: 92,998,754 Votes Against: 86,851 Abstain: 15,192 Broker Non-Votes: 3,439,977

Proposal 5 – Approval of amendments of our bylaws arising from the Special Board Resolution adopted by the Board in February 2023 Votes For: 93,063,580 Votes Against: 23,008 Abstain: 14,209 Broker Non-Votes: 3,439,977

Proposal 3 – Approval of an amendment of our certificate of incorporation regarding removal of directors, with or without cause, as permitted by Delaware law Votes For: 93,070,512 Votes Against: 9,825 Abstain: 20,460 Broker Non-Votes: 3,439,977

Proposal 9 – Ratification of Appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 30, 2024 Votes For: 95,659,562 Votes Against: 858,464 Abstain: 22,747 Broker Non-Votes: —

Proposal 4 – Approval of an amendment of our certificate of incorporation to eliminate the 80% stockholder vote requirement for certain amendments Votes For: 92,918,166 Votes Against: 178,828 Abstain: 3,803 Broker Non-Votes: 3,439,977

Proposal 2 – Approval of an amendment of our certificate of incorporation to provide for the exculpation of officers, as permitted by Delaware law Votes For: 87,704,604 Votes Against: 5,380,074 Abstain: 16,119 Broker Non-Votes: 3,439,977

Proposal 1 – Election of Class III Directors Name Votes For Votes Withheld Broker Non-Votes Rex D. Geveden 91,501,806 1,598,991 3,439,977 Pamela B. Jackson 91,932,481 1,168,316 3,439,977 John G. Mayer 86,717,701 6,383,096 3,439,977