8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

BENCHMARK ELECTRONICS, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 9, 2023, Benchmark Electronics, Inc. (NYSE: BHE) announced the appointment of Douglas Britt as an independent director to the Board of Directors of the Company effective immediately. In the press release, the Company also announced the resignation of Douglas Duncan, who has served as a board member since 2006, effective January 9, 2023. Mr. Duncan’s resignation was delivered pursuant to the retirement provisions of the Company’s Corporate Governance Guidelines and was occasioned by him attaining the age of 72. His resignation was not the result of any disagreement with management or the Board.

Mr. Britt is the President and Chief Executive Officer of Boyd Corporation, a global provider of advanced sealing, thermal management and protection solutions. Prior to joining Boyd Corporation, Mr. Britt held various senior leadership roles at Flex (NASDAQ: FLEX) from 2012 until 2020, including as President of the Integrated Solutions division. Mr. Britt also served as Corporate Vice President and Managing Director for the Americas at Future Electronics from 2009 until 2012. Prior to joining Future Electronics, Mr. Britt held leadership roles in sales, marketing, operations, and supply chain at Silicon Graphics (NYSE: SGI) from 2007 until 2009 and Solectron Corporation (NYSE: SLR) from 2000 until 2007.

Mr. Britt also currently serves on the board of directors of Helios Technologies (NASDAQ: SNHY) and is a member of the compensation committee and the audit committee.

He holds a Bachelor of Science in Business Administration from California State University, and has attended executive education programs throughout Europe, including the University of London.

For his service as a member of the Board, Mr. Britt will receive the same compensation as other non-employee directors under the Company’s current non-employee director compensation program described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 15, 2022. During 2023, our non-employee directors will receive: (a) an annual retainer of $70,000, (b) an annual retainer of $10,000 for service on the Audit and Human Capital and Compensation Committees and $7,500 for service on the Nominating, Sustainability and Governance Committee, and (c) an annual restricted stock unit (“RSU”) with a grant-date fair market value of $150,000. Mr. Britt’s annual retainer and initial RSU grant will be prorated from the date he begins serving on the Board, and the prorated RSU grant is scheduled to vest May 25, 2023.

Item 8.01 Other Events.

On January 9, 2023, the Company issued a press release relating to the matters described under Item 5.02. The press release is incorporated herein by reference to Exhibit 99.1 filed herewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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 thereunto duly authorized.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

BENCHMARK ANNOUNCES APPOINTMENT OF DOUGLAS BRITT TO THE BOARD OF DIRECTORS AND ANNOUNCES THE RETIREMENT OF BOARD MEMBER DOUGLAS DUNCAN

TEMPE, AZ, January 9, 2023 –Benchmark Electronics, Inc. (NYSE: BHE) today announced the appointment of Douglas Britt as an independent director to the Company’s Board of Directors, effective immediately. Benchmark also announced today the retirement of Douglas Duncan, who has served as a board member since 2006, also effective January 9, 2023.

“It has been my great pleasure serving with Doug Duncan on the Board,” said David W. Scheible, Board Chair. “Doug’s contributions have been invaluable over the last 16 years. On behalf of the Board of Directors, I thank Doug for his service and commitment to Benchmark and we wish him all the best in the future. We are also pleased to welcome Doug Britt to the Board of Directors. Doug brings strong global operational and strategy expertise to the Board and is well familiar with our industry, having held executive leadership positions at several companies in the EMS and supply chain ecosystem. We look forward to benefitting from Doug’s significant manufacturing and technology experience in support of our strategic objectives.”

Mr. Britt currently serves as President and Chief Executive Officer of Boyd Corporation. Before joining Boyd in 2020, Mr. Britt was with Flex (NASDAQ: FLEX) from 2012 to 2020, where he served as President of its Integrated Solutions division, a $20 billion business unit that combines Flex’s Industrial and Emerging Industries (IEI), Communications and Enterprise Compute (CEC), and Consumer Technologies Groups (CTG). Flex is a $25 billion global provider of design, engineering, manufacturing, and supply chain solutions with approximately 180,000 employees in 30 countries.

Mr. Britt’s previous positions include Corporate Vice President and Managing Director for the Americas at Future Electronics from 2009 to 2012, Senior Vice President of worldwide sales, marketing, and operations at Silicon Graphics (NYSE: SGI) from 2007 to 2009, and Executive Vice President of sales, operations, and supply chain at Solectron Corporation (NYSE: SLR) from 2000 to 2007.

Mr. Britt currently serves on the board of directors of Helios Technologies (NASDAQ: SNHY) and is a member of the Helios compensation committee and audit committee. He holds a Bachelor of Science in Business Administration from California State University, and has attended executive education programs throughout Europe, including the University of London.

About Benchmark Electronics, Inc. Benchmark provides comprehensive solutions across the entire product lifecycle by leading through its innovative technology and engineering design services, leveraging its optimized global supply chain and delivering world-class manufacturing services in the following industries: commercial aerospace, defense, advanced computing, next generation telecommunications, complex industrials, medical, and semiconductor capital equipment. Benchmark's global operations include facilities in seven countries and its common shares trade on the New York Stock Exchange under the symbol BHE.

For More Information, Please Contact:

Paul Mansky, Investor Relations and Corporate Development

512-580-2719 or paul.mansky@bench.com