TTM TECHNOLOGIES INC 8-K

What Happened

• TTM Technologies, Inc. filed an 8-K reporting board and governance updates effective May 7, 2026. Director John G. Mayer resigned upon reaching the company’s mandatory retirement age of 75; the resignation was not due to any disagreement with the company. Thomas T. Edman’s retirement also became effective May 7, 2026. The prior appointments of Daniel G. Korte and Ryan D. McCarthy to the Board became effective that same day.
• At the Annual Meeting, 93,055,056 of 103,843,183 outstanding shares were present (≈89.61%). All proposals submitted passed, including election of the Company’s recommended Class II directors, approval of the TTM Technologies, Inc. Equity Advantage Match Plan, an advisory (non-binding) vote to approve named executive officer compensation, selection of annual frequency for that advisory vote, and ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2026.

Key Details

• Director resignation: John G. Mayer resigned effective May 7, 2026 due to mandatory retirement (age 75); not due to disagreement with the company.
• Board appointments/retirements: Thomas T. Edman retired May 7, 2026; Daniel G. Korte and Ryan D. McCarthy’s board appointments effective May 7, 2026.
• Annual Meeting voting highlights:
  • Julie S. England elected: 74,503,297 For / 12,147,231 Against.
  • Philip G. Franklin elected: 83,944,967 For / 2,704,031 Against.
  • Edwin Roks elected: 85,409,159 For / 1,240,853 Against.
  • Equity Advantage Match Plan approved: 86,323,984 For / 325,217 Against.
  • Say-on-pay (NEO compensation) approved: 85,838,154 For / 771,379 Against.
  • Say-on-frequency: shareholders selected "1 Year" (82,028,438 votes).
  • Auditor ratified: KPMG LLP — 92,305,470 For / 616,033 Against.
• Board committee memberships were updated (effective May 7, 2026); notable chairs include Wajid Ali (Audit) and Chantel Lenard (Human Capital & Compensation).

Why It Matters

• Governance: The board changes reflect routine succession and retirement provisions in TTM’s governance guidelines and add two directors (Korte and McCarthy) whose appointments are now active. Updated committee assignments affect oversight of audit, compensation, nominations and government security matters.
• Shareholder approvals: Passing the Equity Advantage Match Plan and ratifying KPMG clear the way for the company’s equity compensation program and external audit arrangements. The annual "say-on-pay" result means investors will vote on executive compensation each year going forward (advisory).
• For investors: These are governance and oversight developments (not financial results). They indicate shareholder support for management’s slate and governance proposals, which can affect oversight stability and executive compensation practices.