CTS 8-K
Cts Corp (CTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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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 November 5, 2025, the Board of Directors (the “Board”) of CTS Corporation (the “Company”) increased the size of its board from seven to eight members, and elected Kimberly MacKay to fill the resulting vacancy.
Ms. MacKay currently serves as SVP, General Counsel and Corporate Secretary of West Pharmaceutical Services, Inc. Ms. MacKay is also a member of the Board of the Community Foundation of New Jersey, and the Compliance, Audit and Risk Committee for BAYADA Home Health Care. As a non-employee director, Ms. MacKay 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 March 28, 2025. Ms. MacKay will serve as a member of the Nominating, Governance and Sustainability Committee and Technology and Transactions Committee of the Board.
There are no arrangements or understandings between Ms. MacKay and any other persons pursuant to which she was selected as a director. In addition, there are no related person transactions between Ms. MacKay and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
The Company will enter into an Indemnification Agreement with Ms. MacKay, the form of which was previously disclosed on Exhibit 10.1 on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2015.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release related to Ms. MacKay’s election is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Press Release issued by CTS Corporation on November 6, 2025
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.
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Date: |
November 6, 2025 |
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/s/ Mark Pacioni |
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Mark Pacioni, Vice President, Chief Legal and Administrative Officer and Secretary |
Exhibit 99.1
November 6, 2025
CTS Corporation Announces Appointment of Kimberly Banks MacKay
to its Board of Directors
Lisle, Ill. - CTS Corporation (NYSE: CTS), a leading global designer and manufacturer of custom engineered solutions that “Sense, Connect and Move,” today announced that Kimberly Banks MacKay has been appointed to its Board of Directors, effective November 5, 2025, and that she will serve as a member of the Nominating, Governance and Sustainability Committee, as well as the Technology and Transactions Committee.
Ms. MacKay comes to CTS with over 30 years of experience driving results in multi-national companies serving key end markets. Ms. MacKay currently serves as SVP, General Counsel and Corporate Secretary of West Pharmaceutical Services, Inc. Ms. MacKay is also a member of the Board of the Community Foundation of New Jersey, and the Compliance, Audit and Risk Committee for BAYADA Home Health Care.
"CTS is pleased to welcome Kimberly MacKay to the CTS Board. Her extensive experience in healthcare and background leading global businesses make her a valuable addition to our already highly experienced, diverse group of directors, as CTS continues to focus on growth, end-market diversification, and products that sense, connect and move," said Kieran O’Sullivan, Chairman, President and CEO of CTS.
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, and transportation markets. For more information, visit www.ctscorp.com.
Contact
Mark Pacioni
Vice President, Chief Legal and Administrative Officer
and Secretary
CTS Corporation
4925 Indiana Avenue
Lisle, IL 60532
USA
Telephone: +1 (630) 577-8800
Email: [email protected]