8-K – 2026-04-28 – lfus-20260422.htm

lfus-20260422 0000889331 false LITTELFUSE INC /DE 0000889331 2026-04-22 2026-04-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20579

 
FORM  8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report: April 22, 2026
(Date of earliest event reported)
 
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)

Delaware 0-20388 36-3795742
(State of other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
Identification No.)

 
6133 N. River Road , Suite 500 , Rosemont , IL 60018
(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:
 

☐ 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 Name of exchange on which registered
Common Stock, par value $0.01 per share LFUS NASDAQ Global Select Market

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 22, 2026, in connection with equity grants to named executive officers under the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended (the “Plan”), and the Littelfuse/IXYS Corporation Long-Term Incentive Plan (the “LF/IXYS Plan”), the Board of Directors (the “Board”) of Littelfuse, Inc. (the “Company”) approved: (i) a new form of restricted stock unit award agreement for grants of restricted stock units to executive officers under the Plan (the “RSU Award Agreement”), (ii) a new form of performance share award agreement for grants of performance share units to executive officers under the Plan (the “PSU Award Agreement”), and (iii) a new form of restricted stock unit award agreement for grants of restricted stock units to executive officers under the LF/IXYS Plan (the “Littelfuse/IXYS RSU Award Agreement” and, collectively with the RSU Award Agreement, and the PSU Award Agreement, the “Award Agreements”). Each of the Award Agreements has material terms that are substantially similar to those in the forms of award agreements last approved by the Board and previously disclosed by the Company except that the updated Award Agreements provide for termination of service with the Company as a result of death or disability to satisfy the requirements for retirement for the purposes of award vesting.

Such descriptions of the terms of the new forms of each of the Award Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the new form of Award Agreements, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 hereto and are incorporated herein by reference.

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

On April 22, 2026, the Company held its 2026 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 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, by the votes set forth below.

Nominee For Against Abstain Broker Non-Votes
Kristina A. Cerniglia 22,803,937 210,237 10,695 785,230
Tzau-Jin Chung 21,845,908 1,130,926 48,035 785,230
Maria C. Green 21,297,471 1,374,646 352,752 785,230
Anthony Grillo 21,355,163 1,656,928 12,778 785,230
Gregory N. Henderson 22,561,647 449,282 13,940 785,230
Gordon Hunter 22,442,628 569,513 12,728 785,230
William P. Noglows 22,258,197 754,017 12,655 785,230
Holly B. Paeper 22,950,832 60,032 14,005 785,230

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.

For Against Abstain Broker Non-Votes
21,230,481 1,779,546 14,842 785,230

Proposal 3: Approval and Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Auditors

The appointment of Deloitte & Touche LLP as the Company’s independent auditors for the 2026 fiscal year ending December 26, 2026 was approved and ratified, by the votes set forth below.

For Against Abstain
23,790,648 6,568 12,883

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
10.1
Form of Restricted Stock Unit Award Agreement (Tier I) under the Amended and
Restated Littelfuse Long-Term Incentive Plan
10.2
Form of Performance Share Award Agreement (Tier I) under the Amended and
Restated Littelfuse Long-Term Incentive Plan
10.3
Form of Restricted Stock Unit Award Agreement (Tier I) under the Littelfuse/IXYS
Corporation Long-Term Incentive Plan
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.
 
 

  Littelfuse, Inc.
   
   
Date: April 27, 2026 By: /s/ Ryan K. Stafford

  Executive Vice President, Chief Legal Officer and Corporate Secretary