0000889331falseLITTELFUSE INC /DE00008893312023-04-272023-04-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 27, 2023
(Date of earliest event reported)
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 0-20388 | 36-3795742 |
(State of other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
8755 W. Higgins Road, Suite 500, Chicago, IL 60631
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (773) 628-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol | | Name of exchange on which registered |
| Common Stock, par value $0.01 per share | | LFUS | | NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
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| (e) | Adoption of the First Amendment to the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan |
At the 2023 Littelfuse, Inc. (the “Company”) Annual Meeting of Stockholders (the “Annual Meeting”) held on April 27, 2023, the Company’s stockholders approved the First Amendment to the Amended and Restated Littelfuse Inc. Long Term Incentive Plan (the “First Amendment to the Amended and Restated LTIP”). The First Amendment to the Amended and Restated LTIP amended the plan to increase the number of shares authorized for issuance under the plan, and to make certain other changes to the plan. The First Amendment to the Amended and Restated LTIP became effective immediately upon stockholder approval. A summary of the material terms of the First Amendment to the Amended and Restated LTIP is set forth in the Company’s definitive proxy statement relating to the Annual Meeting that was filed with the Securities and Exchange Commission (“SEC”) on March 16, 2023 (the “Proxy Statement”), which summary is incorporated by reference herein. The summary is qualified in its entirety by reference to a copy of the First Amendment to the Amended and Restated LTIP, which is attached hereto as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 27, 2023, the Company held its 2023 Annual Meeting of Stockholders. A quorum was present at the meeting as required by the Company’s Bylaws. The results of voting for each matter submitted to a vote of stockholders at the meeting are as follows.
Proposal 1: Election of Directors
The eight director nominees were elected to serve as directors until the 2024 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, by the votes set forth below.
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| Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
| Kristina A. Cerniglia | | 21,980,306 | | | 468,834 | | | 17,838 | | | 905,035 | |
| Tzau-Jin Chung | | 20,692,391 | | | 1,756,909 | | | 17,678 | | | 905,035 | |
| Cary T. Fu | | 21,785,175 | | | 664,149 | | | 17,654 | | | 905,035 | |
| Maria C. Green | | 20,891,724 | | | 1,557,854 | | | 17,400 | | | 905,035 | |
| Anthony Grillo | | 18,798,017 | | | 3,651,142 | | | 17,819 | | | 905,035 | |
| David W. Heinzmann | | 21,890,609 | | | 554,353 | | | 22,016 | | | 905,035 | |
| Gordon Hunter | | 21,699,682 | | | 749,524 | | | 17,772 | | | 905,035 | |
| William P. Noglows | | 21,592,262 | | | 849,949 | | | 24,767 | | | 905,035 | |
Proposal 2: Advisory Vote on Compensation of Named Executive Officers
The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers, by the votes set forth below.
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| For | | Against | | Abstain | | Broker Non-Votes |
| 21,045,916 | | 1,391,175 | | 29,887 | | 905,035 |
Proposal 3: Approve, on an advisory basis, the Frequency of Future Advisory Votes on Compensation of Named Executive Officers.
The stockholders indicated their preference, on an advisory basis, that the advisory vote on executive compensation be held every year, by the votes set forth below.
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| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 21,950,840 | 4,223 | 487,901 | 24,014 | 905,035 |
In accordance with the wishes of its stockholders, the Company will hold a vote on the compensation of its named executive officers every year.
Proposal 4: Approve the Amendment to the Amended and Restated Littelfuse, Inc. Long Term Incentive Plan
The stockholders approved the First Amendment to the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, by the votes set forth below.
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| For | | Against | | Abstain | | Broker Non-Votes |
| 21,437,787 | | 1,013,083 | | 16,108 | | 905,035 |
Proposal 5: Approval and Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Auditors
The appointment of Grant Thornton LLP as the Company’s independent auditors for the 2023 fiscal year ending December 30,2023 was approved and ratified, by the votes set forth below.
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| For | | Against | | Abstain |
| 23,165,842 | | 188,574 | | 17,597 |
Pursuant to Section 8 of the Littelfuse, Inc. Corporate Governance Guidelines, Dr. Nathan Zommer has reached the mandatory retirement age of 75, and effective April 27, 2023, following the Annual Meeting of Stockholders, he has retired from the Littelfuse, Inc. (the “Company”) Board of Directors (the “Board”) after 5 years of service as a member of the Board.
In connection with the vacancy resulting from Dr. Zommer’s retirement from the Board, on April 27, 2023, the Board has voted unanimously to reduce the size of the Board from nine to eight directors.
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| Item 9.01 | Financial Statements and Exhibits. |
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| (d) | Exhibits |
| Exhibit No. | Description |
| 10.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | Littelfuse, Inc. |
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| Date: April 28, 2023 | By: /s/ Ryan K. Stafford |
| | Executive Vice President, Chief Legal and Human Resources Officer and Corporate Secretary |
EXHIBIT 10.1
FIRST AMENDMENT TO THE LITTELFUSE, INC.
LONG-TERM INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF APRIL 28, 2017)
This First Amendment to the Littelfuse, Inc. Long-Term Incentive Plan, as previously amended and restated effective as of April 28, 2017 (the “Plan”), is made effective as of April 27, 2023, by Littelfuse, Inc. (the “Corporation”).
WITNESSETH
WHEREAS, the Corporation established the Plan, which was originally ratified by the Corporation’s stockholders on April 30, 2010, with an effective date of February 3, 2010;
WHEREAS, the Plan was further amended on July 27, 2012 and on April 28, 2017;
WHEREAS, the Board of Directors of the Corporation (the “Board”) has the power and authority under Section 15.1 of the Plan to amend the Plan, subject to stockholder approval as applicable;
WHEREAS, the Board desires to amend the Plan to (i) increase the number of shares of the Corporation’s common stock that are available for issuance as awards under the Plan; and (ii) conform the performance-based compensation provisions of the Plan to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended by the Tax Cuts and Jobs Act; and
WHEREAS, the Plan remains otherwise without change;
NOW, THEREFORE, the Plan is hereby amended as follows:
1.Section 4.1(a) of the Plan is restated in its entirety to provide as follows:
(a)The Shares available for Awards may be either authorized and unissued Shares or Shares held in or acquired for the treasury of the Corporation. The aggregate number of Shares that may be issued or used for reference purposes under the Plan or with respect to which Awards may be granted shall not exceed 2,980,000 Shares, all of which may be issued pursuant to Incentive Stock Options and are subject to adjustment as provided in Section 4.3. The number of Shares reserved for issuance under this Plan, as set forth above, shall be increased by reserved but unissued shares under the Prior Plans, and no additional awards shall be granted under the Prior Plans. In no event shall fractional Shares be issued under the Plan.
2.Section 18.2 of the Plan is restated in its entirety to provide as follows:
18.2 COMPLIANCE WITH CODE SECTION 162(m).
(a)Effective for taxable years of the Corporation beginning after December 31, 2017, the Performance-Based Exception is no longer applicable to Awards. Accordingly, although Awards of Performance Shares and Performance Units that are granted to Participants on and after the Performance-Based Exception is no longer applicable may still take into account the performance measures under Sections 9 and 10 of the Plan, such Awards need not comply with the requirements of Code Section 162(m). Accordingly, the terms of Sections 3, 4.2, 6, 7, 8.5, 8.6, 9 and 10, including the definitions of Named Executive Officer and other terms used therein, need not be interpreted in a manner consistent with Code Section 162(m) effective with respect to Awards to which the Performance-Based Exception no longer applies.
(b)The Corporation intends that, to the extent an Award qualifies for grandfathering under Code Section 162(m), as amended, such Awards that are designated as Awards to Named Executive Officers shall continue to constitute qualified “performance-based compensation” within the meaning of Code Section 162(m), unless otherwise determined by the Committee at the time of allocation of an Award.
(c)In the event that applicable tax and/or securities laws change to once again permit the application of the Performance-Based Exception, the Corporation intends that Awards designated as Awards to Named Executive Officers shall constitute qualified “performance-based compensation” within the meaning of Code Section 162(m), unless otherwise determined by the Committee at the time of allocation of an Award. Accordingly, the terms of Sections 3, 4.2, 6, 7, 8.5, 8.6, 9 and 10, including
the definitions of Named Executive Officer and other terms used therein, shall once again be interpreted in a manner consistent with Code Section 162(m).
(d)If any provision of the Plan or any Award Agreement relating to Performance Shares or Performance Units that is designated as intended to comply with Code Section 162(m) does not comply or is inconsistent with the requirements of Code Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements, and no provision shall be deemed to confer upon the Committee or any other person sole discretion to increase the amount of compensation otherwise payable in connection with any such Award upon attainment of the applicable performance objectives.