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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

 

 

CTS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Indiana

1-4639

35-0225010

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4925 Indiana Avenue

 

Lisle, Illinois

 

60532

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (630) 577-8800

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, no par value

 

CTS

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 14, 2026. At the Annual Meeting, all director nominees were elected. Proposals 2 and 3 were approved. The proposals below are described in more detail in the Company’s definitive proxy statement filed on April 2, 2026 (the “Proxy Statement”) for the Annual Meeting. The final results were as follows:

PROPOSAL 1 – Election of eight 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

 

25,587,200

 

 

 

97,050

 

 

 

9,188

 

 

 

825,870

 

Amy M. Dodrill

 

 

25,634,413

 

 

 

47,914

 

 

 

11,111

 

 

 

825,870

 

William S. Johnson

 

25,186,497

 

 

 

497,885

 

 

 

9,056

 

 

 

825,870

 

Kimberly Banks MacKay

 

 

25,638,499

 

 

 

47,531

 

 

 

7,408

 

 

 

825,870

 

Kieran M. O’Sullivan

 

25,380,534

 

 

 

305,629

 

 

 

7,275

 

 

 

825,870

 

Robert A. Profusek

 

24,632,574

 

 

 

1,053,874

 

 

 

6,990

 

 

 

825,870

 

Randy L. Stone

 

25,631,137

 

 

 

53,245

 

 

 

9,056

 

 

 

825,870

 

Alfonso G. Zulueta

 

 

25,552,599

 

 

 

127,033

 

 

 

13,806

 

 

 

825,870

 

 

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

 

 

25,021,506

 

 

 

655,182

 

 

 

16,750

 

 

 

825,870

 

 

PROPOSAL 3 – Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

 

NUMBER OF VOTES FOR

 

NUMBER OF VOTES AGAINST

 

NUMBER OF ABSTENTIONS

 

 

25,989,929

 

 

 

522,284

 

 

 

7,095

 

 


 

SIGNATURES

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 hereunto duly authorized.

 

 

 

 

CTS Corporation

 

 

 

 

Date:

May 19, 2026

By:

/s/ Mark Pacioni

 

 

 

Mark Pacioni

Vice President, Chief Legal and Administrative Officer and Corporate Secretary