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 | (Commission File Number) | (IRS Employer | ||
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4925 Indiana Avenue |
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Lisle, Illinois |
| 60532 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (630) 577-8800 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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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 |
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| NUMBER OF VOTES AGAINST |
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| NUMBER OF ABSTENTIONS |
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| NUMBER OF BROKER NON-VOTES |
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Donna M. Costello |
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| 25,587,200 |
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| 97,050 |
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| 9,188 |
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| 825,870 |
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Amy M. Dodrill |
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| 25,634,413 |
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| 47,914 |
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| 11,111 |
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| 825,870 |
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William S. Johnson |
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| 25,186,497 |
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| 497,885 |
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| 9,056 |
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| 825,870 |
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Kimberly Banks MacKay |
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| 25,638,499 |
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| 47,531 |
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| 7,408 |
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| 825,870 |
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Kieran M. O’Sullivan |
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| 25,380,534 |
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| 305,629 |
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| 7,275 |
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| 825,870 |
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Robert A. Profusek |
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| 24,632,574 |
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| 1,053,874 |
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| 6,990 |
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| 825,870 |
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Randy L. Stone |
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| 25,631,137 |
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| 53,245 |
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| 9,056 |
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| 825,870 |
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Alfonso G. Zulueta |
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| 25,552,599 |
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| 127,033 |
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| 13,806 |
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| 825,870 |
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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 |
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| NUMBER OF VOTES AGAINST |
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| NUMBER OF ABSTENTIONS |
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| NUMBER OF BROKER NON-VOTES |
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| 25,021,506 |
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| 655,182 |
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| 16,750 |
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| 825,870 |
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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 |
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| NUMBER OF VOTES AGAINST |
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| NUMBER OF ABSTENTIONS |
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| 25,989,929 |
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| 522,284 |
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| 7,095 |
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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.
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| CTS Corporation |
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Date: | May 19, 2026 | By: | /s/ Mark Pacioni |
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| Mark Pacioni Vice President, Chief Legal and Administrative Officer and Corporate Secretary |