0000889331falseLITTELFUSE INC /DE00008893312024-04-252024-04-25

 

 

Date of Report: April 25, 2024

(Date of earliest event reported)

 

(Exact name of registrant as specified in its charter)

 

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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Pursuant to Section 8 of the Littelfuse, Inc. Corporate Governance Guidelines, Mr. Cary Fu has reached the mandatory retirement age of 75, and effective April 25, 2024, following the Annual Meeting of Stockholders, he has retired from the Littelfuse, Inc. (the “Company”) Board of Directors (the “Board”) after more than 11 years of service as a member of the Board.

In connection with the vacancy resulting from Mr. Fu’s retirement from the Board, on April 25, 2024, the Board has voted unanimously to reduce the size of the Board from ten to nine directors. Additionally, the Board has appointed Ms. Kristina Cerniglia to serve as the Audit Committee Chairperson and has appointed Dr. Gregory Henderson to serve as a member of the Compensation Committee of the Board.

On April 25, 2024, the Company held its 2024 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.

The nine director nominees were elected to serve as directors until the 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, by the votes set forth below.

Nominee						For						Against						Abstain															Broker Non-Votes
Kristina A. Cerniglia						22,447,412						208,297									13,761									747,326
Tzau-Jin Chung						21,462,790						1,190,486									16,194									747,326
Gayla J. Delly						21,984,276						671,433									13,761									747,326
Maria C. Green						21,985,912						669,900									13,658									747,326
Anthony Grillo						21,561,115						1,092,215									16,140									747,326
David W. Heinzmann						21,947,310						669,171									22,989									747,326
Gregory N. Henderson						22,534,719						115,610									19,141									747,326
Gordon Hunter						22,073,326						574,839									21,305									747,326
William P. Noglows						21,960,428						683,405									25,637									747,326

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.

Proposal 3: Approval and Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Auditors

The appointment of Deloitte & Touche LLP as the Company’s independent auditors for the 2024 fiscal year ending December 28, 2024 was approved and ratified, by the votes set forth below.

 

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.