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, IL60631
(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
2
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
3
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
4
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.
