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, 2021
(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.) |
8755 W. Higgins Road, Suite 500, Chicago, IL 60631
(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 |
Pursuant to Section 8 of the Littelfuse, Inc. Corporate Governance Guidelines, Mr. John E. Major has reached the mandatory retirement age of 75, and effective April 22, 2021, following the Annual Meeting of Stockholders, has retired from the Littelfuse, Inc. (the "Company") Board of Directors (the "Board") and his position as Lead Director. Mr. Major has retired after 30 years of service as a member of the Board.
In connection with the vacancy resulting from Mr. Major's retirement from the Board, on April 22, 2021, the Board has voted unanimously to reduce the size of the Board from ten to nine directors. Additionally, Mr. William P. Noglows has been appointed to serve as the Company's Lead Director.
| | | | | |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 22, 2021, the Company held its 2021 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 nine director nominees were elected to serve as directors until the 2022 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, by the votes set forth below.
| | | | | | | | | | | | | | |
| Name | For | Against | Abstain | Broker Non-Votes |
| Kristina A. Cerniglia | 22,502,318 | | 159,115 | | 9,187 | | 956,470 | |
| Tzau-Jin Chung | 21,789,814 | | 861,387 | | 19,419 | | 956,470 | |
| Cary T. Fu | 22,503,908 | | 157,272 | | 9,440 | | 956,470 | |
| Maria C. Green | 22,549,778 | | 111,682 | | 9,160 | | 956,470 | |
| Anthony Grillo | 21,968,499 | | 682,969 | | 19,152 | | 956,470 | |
| David W. Heinzmann | 22,255,434 | | 406,157 | | 9,029 | | 956,470 | |
| Gordon Hunter | 21,332,975 | | 826,443 | | 511,202 | | 956,470 | |
| William P. Noglows | 19,955,759 | | 2,203,346 | | 511,515 | | 956,470 | |
| Nathan Zommer | 22,178,527 | | 482,695 | | 9,398 | | 956,470 | |
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 |
| 20,444,555 | 1,716,540 | 509,525 | 956,470 |
Proposal 3: Approval and Ratification of the Appointment of Grant Thornton LLP as the Company's Independent Auditors
The appointment of Grant Thornton LLP as the Company's independent auditors for the 2021 fiscal year ending January 1, 2022 was approved and ratified, by the votes set forth below.
| | | | | | | | |
| For | Against | Abstain |
| 23,587,586 | 25,622 | 13,882 |
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 23, 2021 | By: /s/ Ryan K. Stafford |
| | Ryan K. Stafford
Executive Vice President, Chief Legal and Human Resources Officer & Corporate Secretary |
EXHIBIT INDEX
| | | | | | | | |
| Exhibit No. | | Description |
| 101 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
