LITTELFUSE INC /DE 8-K

What Happened

• Littelfuse, Inc. (LFUS) filed an 8-K on April 28, 2026 describing actions taken April 22, 2026. At the annual meeting the company reported the election of all eight director nominees, an advisory (non-binding) approval of executive compensation, and ratification of Deloitte & Touche LLP as independent auditors for fiscal 2026.
• On the same date the Board approved new forms of executive equity award agreements: a Tier I Restricted Stock Unit (RSU) agreement and a Tier I Performance Share Unit (PSU) agreement under the Amended and Restated Littelfuse Long-Term Incentive Plan, and a Tier I RSU agreement under the Littelfuse/IXYS Long‑Term Incentive Plan. The updated agreements specify that termination due to death or disability will satisfy the plan’s retirement requirement for vesting purposes.

Key Details

• Annual meeting date: April 22, 2026; 8-K filed April 28, 2026.
• Directors elected (each to serve until 2027 meeting):
  • Kristina A. Cerniglia — For: 22,803,937; Against: 210,237; Abstain: 10,695; Broker non-votes: 785,230
  • Tzau-Jin Chung — For: 21,845,908; Against: 1,130,926; Abstain: 48,035; Broker non-votes: 785,230
  • Maria C. Green — For: 21,297,471; Against: 1,374,646; Abstain: 352,752; Broker non-votes: 785,230
  • Anthony Grillo — For: 21,355,163; Against: 1,656,928; Abstain: 12,778; Broker non-votes: 785,230
  • Gregory N. Henderson — For: 22,561,647; Against: 449,282; Abstain: 13,940; Broker non-votes: 785,230
  • Gordon Hunter — For: 22,442,628; Against: 569,513; Abstain: 12,728; Broker non-votes: 785,230
  • William P. Noglows — For: 22,258,197; Against: 754,017; Abstain: 12,655; Broker non-votes: 785,230
  • Holly B. Paeper — For: 22,950,832; Against: 60,032; Abstain: 14,005; Broker non-votes: 785,230
• Advisory vote on named executive officer compensation: For: 21,230,481; Against: 1,779,546; Abstain: 14,842; Broker non-votes: 785,230 (proposal approved on a non‑binding basis).
• Ratification of independent auditor (Deloitte & Touche LLP): For: 23,790,648; Against: 6,568; Abstain: 12,883.
• Award agreement change: the new RSU/PSU forms treat death or disability as satisfying the plan’s retirement definition for vesting — potentially affecting timing and treatment of executive equity awards.

Why It Matters

• Governance continuity: All eight directors were re-elected, and the auditor ratification supports continuity in financial oversight — both are governance items investors watch for board stability and audit consistency.
• Executive pay & awards: The advisory vote approved executive compensation (non-binding), and the Board’s change to award agreements (counting death/disability as meeting retirement for vesting) affects how and when executive equity grants may vest — relevant to shareholder dilution timing and executive incentives.
• No financial results were reported in this filing; these are governance and compensation disclosures that investors should note alongside future SEC filings and earnings releases.