Littelfuse Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors to serve a term of one year and until their successors are duly elected and qualified.

2. 2

   Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative.

   More detail

   This non-binding management proposal asks stockholders to approve the disclosed compensation of the named executive officers (NEOs), providing a direct measure of stockholder support for the Company’s pay practices. Management seeks the advisory vote to solicit stockholder feedback under Dodd-Frank and SEC rules and to demonstrate alignment between executive pay and long‑term stockholder value. The Compensation Committee highlights a pay-for-performance philosophy and recent program changes — notably replacing stock options with performance share units (PSUs) tied to total shareholder return (TSR) and adjusting long-term and annual incentive metrics — as steps to strengthen alignment with stockholders. The filing notes that approximately 76% support was recorded at the prior meeting and that the Board engaged with major stockholders and modified compensation design (including PSU adoption and AIP metric changes) in response to feedback. Although the vote is advisory and non-binding, the Board and Compensation Committee state they will consider the outcome when setting future compensation. Key considerations for evaluating the proposal include the strength of the link between pay and performance (PSUs with relative TSR hurdles and capped payout schedule), the structure and weighting of the Annual Incentive Plan metrics (sales, adjusted EPS, cash flow and business-unit metrics), and governance safeguards (independent compensation consultant, clawback policy, stock ownership requirements). Potential weaknesses include residual subjectivity in individual performance determinations and the non-binding nature of the vote, which limits direct enforcement; supporters argue the recent shift to PSU-based awards materially improves alignment. Given the Board’s articulated rationale and program changes, management recommends a vote FOR the proposal while acknowledging that stockholder feedback remains important and will be acted upon in future compensation design decisions.

3. 3

   Approval and Ratification of Appointment of Independent Auditors

   ManagementBoard: FOR

   Approve and ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026.

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When is the Littelfuse Inc 2026 annual meeting?

Littelfuse Inc (LFUS) holds its 2026 annual shareholder meeting on Wednesday, April 22, 2026.

What is the record date for the Littelfuse Inc 2026 meeting?

The record date for the Littelfuse Inc 2026 meeting is Wednesday, February 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Littelfuse Inc's 2026 meeting?

The board is presenting 8 director nominees at the Littelfuse Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Littelfuse Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Littelfuse Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.