UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 | ||||||