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 17, 2019
CTS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| Indiana | 1-4639 | 35-0225010 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (1.R.S. Employer Identification No) |
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| 4925 Indiana Avenue | |
| Lisle, IL | 60532 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's Telephone Number, Including Area Code: (630) 577-8800
Not Applicable
(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 (see General Instruction A.2.):
☐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 240.14a12)
☐Pre-commencement communications pursuant to Rule 14d2(b) under the Exchange Act ( 17 CFR 240. l 4d2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4( c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 16, 2019. At the Annual Meeting, all proposals were approved. The proposals below are described in more detail in the Company’s definitive proxy statement filed April 4, 2019 for the Annual Meeting. The final results were as follows:
PROPOSAL 1 - Election of seven directors until the next annual meeting of shareholders:
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| DIRECTOR NOMINEE | | NUMBER OF VOTES FOR | PERCENTAGE OF VOTES FOR | NUMBER OF VOTES WITHHELD | PERCENTAGE OF VOTES WITHHELD |
| Patrica K. Collawn | | 29,017,982 | 98.64% | 399,126 | 1.36% |
| Gordon Hunter | | 29,328,222 | 99.70% | 88,886 | 0.30% |
| William S. Johnson | | 29,244,627 | 99.41% | 172,481 | 0.59% |
| Diana M. Murphy | | 29,241,142 | 99.40% | 175,966 | 0.60% |
| Kieran O'Sullivan | | 28,837,045 | 98.03% | 580,063 | 1.97% |
| Robert A. Profusek | | 29,144,566 | 99.07% | 272,542 | 0.93% |
| Alfonso G. Zulueta | | 29,332,145 | 99.71% | 84,963 | 0.29% |
PROPOSAL 2 - Approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in the Proxy Statement:
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| NUMBER OF VOTES FOR | | PERCENTAGE OF VOTES FOR | NUMBER OF VOTES AGAINST | PERCENTAGE OF VOTES AGAINST |
| 28,731,756 | | 97.90% | 616,877 | 2.10% |
PROPOSAL 3 - Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ended December 31, 2019:
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| NUMBER OF VOTES FOR | | PERCENTAGE OF VOTES FOR | NUMBER OF VOTES AGAINST | PERCENTAGE OF VOTES AGAINST |
| 30,168,761 | | 99.40% | 180,894 | 0.60% |
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 17, 2019 | By: | /s/ Luis F. Machado |
| | | Luis F. Machado |
| | | Vice President, General Counsel, and Secretary |
