8-K – 2026-05-08 – d131458d8k.htm

8-K

TTM TECHNOLOGIES INC false 0001116942 0001116942 2026-05-07 2026-05-07
 
 
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 7, 2026
 
 

TTM TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
 
 

 

Delaware
 
000-31285
 
91-1033443

(State
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 

200 East Sandpointe , Suite 400 , Santa Ana , CA
 
92707

(Address of principal executive offices)
 
(Zip Code)
(714) 327-3000
Registrant’s telephone number, including area code
N/A
(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, $0.001 par value
 
TTMI
 
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 (§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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 7, 2026, John G. Mayer tendered, and the Board of Directors (the “Board”) of TTM Technologies, Inc. (the “Company”) accepted, his resignation from his position as a Class III director of the Company and any Board committees thereof. Mr. Mayer’s resignation was not a result of a disagreement with the Company relating to the Company’s operations, policies or practices.
Mr. Mayer’s resignation was required due to his attainment of the mandatory retirement age of 75, and the Board was obligated to accept his resignation, in each case as prescribed in the Company’s Corporate Governance Guidelines.
As previously disclosed, Thomas T. Edman’s retirement from the Board became effective on May 7, 2026.
As previously disclosed, the appointments of both Daniel G. Korte and Ryan D. McCarthy to the Board became effective on May 7, 2026.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 7, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 103,843,183 shares of common stock outstanding on the record date, 93,055,056 shares were present at the Annual Meeting in person or by proxy, representing approximately 89.61% of the total outstanding shares eligible to vote. All proposals passed, and the Class II Directors recommended by the Company were elected.
The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1 – Election of Class  II Directors
 

Name

  
Votes For
 
  
Votes Against
 
  
Abstain
 
  
Broker Non-Votes
 

Julie S. England

  
 
74,503,297
 
  
 
12,147,231
 
  
 
104,788
 
  
 
6,299,740
 

Philip G. Franklin

  
 
83,944,967
 
  
 
2,704,031
 
  
 
106,318
 
  
 
6,299,740
 

Edwin Roks

  
 
85,409,159
 
  
 
1,240,853
 
  
 
105,304
 
  
 
6,299,740
 

Proposal 2 – Vote on the Approval of the TTM Technologies, Inc. Equity Advantage Match Plan
 

Votes For:

  
86,323,984
  

Votes Against

  
325,217
  

Abstain:

  
106,115
  

Broker Non-Votes

  
6,299,740
  

Proposal 3 – Advisory, Non-Binding Vote to Approve Named Executive Officer Compensation
 

Votes For:

  
85,838,154
  

Votes Against:

  
771,379
  

Abstain:

  
145,783
  

Broker Non-Votes:

  
6,299,740
  

Proposal 4 – Advisory, Non-Binding Vote on the Frequency of Future Advisory, Non-Binding Votes to Approve Named Executive Officer Compensation
 

One Year:

  
82,028,438
  

Two Years:

  
19,900
  

Three Years:

  
4,557,326
  

Abstain:

  
149,652
  

Broker Non-Votes:
  
6,299,740
  

The Company’s stockholders approved, on an advisory basis, “1 Year” as the preferred frequency of the stockholders’ advisory, non-binding vote to approve the compensation of the Company’s named executive officers, as set forth in the Proxy Statement. In light of these voting results, the Company will include an advisory, non-binding vote on the compensation of its named executive officers in its proxy materials pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, on an annual basis until the next required advisory, non-binding vote on the frequency of advisory, non-binding votes on the compensation of the Company’s named executive officers.

Proposal 5 –
 
Ratification of Appointment of KPMG LLP as the Independent Registered Public Accounting Firm for the Fiscal Year Ending December 28, 2026

 

Votes For:

  
92,305,470
  

Votes Against:

  
616,033
  

Abstain:

  
133,552
  

 

Item 8.01.
Other Events

In connection with the Annual Meeting, effective May 7, 2026, the Board approved certain changes to the composition of the Board’s committees. Following these changes, the membership of the four standing committees of the Board is as follows:
Audit Committee:
Wajid Ali (Chair)
Philip G. Franklin
Pamela B. Jackson
Ryan D. McCarthy
Human Capital and Compensation Committee:
Chantel Lenard (Chair)
Julie S. England
Pamela B. Jackson
Daniel G. Korte
Nominating and Corporate Governance Committee:
Julie S. England (Chair)
Wajid Ali
Rex D. Geveden
Daniel G. Korte
Government Security Committee:
Rex D. Geveden (Chair)
Julie S. England
Ryan D. McCarthy
Daniel G. Korte
 

Item 9.01.
Financial Statements and Exhibits

 

Exhibit
Number
  
Description

10.1
  
TTM Technologies, Inc. Equity Advantage Match Plan

104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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.
 

 
TTM TECHNOLOGIES, INC.

Date: May 8, 2026
 

 

 
/s/ Daniel J. Weber

 

 
By:
 
Daniel J. Weber

 

 

 
Executive Vice President, Chief Legal Officer & Secretary