8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): May 08, 2025

    

CTS CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Indiana	1-4639	35-0225010
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4925 Indiana Avenue
Lisle, Illinois		60532
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (630) 577-8800

    

(Former Name or Former Address, if Changed Since Last Report)

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(s)	Name of each exchange on which registered
Common Stock, no par value	CTS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 8, 2025. At the Annual Meeting, all director nominees were elected. Proposals 2 and 3 were approved. The proposals below are described in more detail in the Company’s definitive proxy statement filed on March 28, 2025 (the “Proxy Statement”) for the Annual Meeting. The final results were as follows:

PROPOSAL 1 – Election of seven directors until the next annual meeting of shareholders:


DIRECTOR NOMINEE	NUMBER OF VOTES FOR		NUMBER OF VOTES AGAINST		NUMBER OF ABSTENTIONS		NUMBER OF BROKER NON-VOTES
Donna M. Costello		27,231,459		68,551		16,503		771,044
Amy M. Dodrill		27,019,436		273,811		23,266		771,044
William S. Johnson		27,125,567		174,469		16,477		771,044
Kieran M. O’Sullivan		26,865,017		432,766		18,730		771,044
Robert A. Profusek		26,257,754		1,042,477		16,282		771,044
Randy L. Stone		27,007,843		291,992		16,678		771,044
Alfonso G. Zulueta		26,996,687		294,308		25,518		771,044

PROPOSAL 2 – Approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in the Proxy Statement:


NUMBER OF VOTES FOR		NUMBER OF VOTES AGAINST		NUMBER OF ABSTENTIONS		NUMBER OF BROKER NON-VOTES
	26,405,567		829,460		81,486		771,044

PROPOSAL 3 – Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:


NUMBER OF VOTES FOR		NUMBER OF VOTES AGAINST		NUMBER OF ABSTENTIONS
	27,571,033		510,588		5,936




Date:	May 12, 2025	By:	/s/ Deanna R. Kunze
			Deanna R. Kunze Deputy General Counsel and Corporate Secretary