8-K
CTS CORP (CTS)
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): February 11, 2021
CTS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| IN | 1-4639 | 35-0225010 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (1.R.S. Employer Identification No) |
| 4925 Indiana Avenue | ||
| Lisle IL | 60532 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's Telephone Number, Including Area Code:(630) 577-8800
Not Applicable
(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 240.14a12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. l 4d2(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 | 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 5.02.Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 11, 2021, the Board of Directors of CTS Corporation (the “Company”) increased the size of its board from seven to eight members, and elected Donna M. Costello to fill the resulting vacancy.
Ms. Costello most recently served as Chief Financial Officer of C&D Technologies, Inc. Prior executive leadership roles Ms. Costello has held include Chief Financial Officer, Vice President, Controller and Chief Accounting Officer of Sequa Corporation. Ms. Costello comes to CTS with over 25 years of financial experience.
As a non-employee director, Ms. Costello will receive compensation in the same manner as the Company’s other non-employee directors, which compensation the Company previously disclosed in its Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 2, 2020. Ms. Costello will serve as a member of the Audit Committee and the Compensation Committee of the Company.
The Company will enter into an Indemnification Agreement with Ms. Costello, the form of which was previously disclosed in Exhibit 10.1 on our Form 8-K filed with the Securities and Exchange Commission on February 18, 2015. A copy of this press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01.Other Events.
Scott L. D’Angelo, 50, has agreed to serve as Vice President, General Counsel and Secretary of the Company effective February 11, 2021. Prior to joining the Company, Mr. D’Angelo was a member of the International Commercial and Trade Practice Group of Baker McKenzie, LLP in Chicago, IL, and served as Vice President, Deputy General Counsel & Chief Compliance Officer of Fortune Brands Home & Security, Inc. in Deerfield, IL and in several senior roles with McDonald’s Corporation in Chicago, IL.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description |
|---|---|
| 99.1 | Press release dated February 12, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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 hereunto duly authorized.
| Date: February 12, 2021 | CTS CORPORATION | |
|---|---|---|
| By: | /s/ Ashish Agrawal | |
| Ashish Agrawal | ||
| Vice President and Chief Financial Officer |
cts-ex991_125.htm
 |
Press Release |
|---|---|
| February 12, 2021 | FOR IMMEDIATE RELEASE |
CTS Corporation Announces Appointment of Donna M. Costello
to its Board of Directors
Lisle, Ill. - CTS Corporation (NYSE: CTS) today announced that Donna M. Costello has been appointed to its board of directors, effective February 11, 2021.
Ms. Costello is the former chief financial officer of C&D Technologies, Inc., a technology company that produces and markets systems for power conversion and storage of electrical power. Ms. Costello comes to CTS with extensive financial experience and over 25 years of experience in the tech industry, delivering a successful track record of executive leadership, strategy development, and M&A. She currently serves as a director on the board of Neenah, Inc., where she is a member of the audit committee.
CTS Chairman and CEO, Kieran O'Sullivan stated, "CTS is pleased to welcome Donna Costello to the CTS board. Her extensive experience in several market segments served by CTS and her background in finance will be valuable as CTS continues to focus on growth, end-market diversification, and products that sense, connect and move."
About CTS
CTS (NYSE: CTS) is a leading designer and manufacturer of products that Sense, Connect, and Move. The company manufactures sensors, actuators, and electronic components in North America, Europe, and Asia, and provides engineered products to customers in the aerospace/defense, industrial, medical, telecommunications/IT, and transportation markets.
For more information, visit www.ctscorp.com.
Contact
Ashish Agrawal
Vice President and Chief Financial Officer
CTS Corporation
4925 Indiana Avenue
Lisle, IL 60532
USA
Telephone: +1 (630) 577-8800
Email: ashish.agrawal@ctscorp.com
www.ctscorp.com