CTS 8-K
Cts Corp (CTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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 February 8, 2024, the board of directors (the “Board”) of CTS Corporation (the “Company”) increased the size of its board from six to seven members, and elected Amy M. Dodrill to fill the resulting vacancy.
Ms. Dodrill most recently served as President of Baxter’s Global Surgical Solutions and Patient Support Systems segment, a business with innovative products focused on advancing connected care and patient outcomes. Ms. Dodrill is a member of the board of directors of Procept BioRobotics (NASDAQ: PRCT), a commercial stage surgical robotics company, serving on its audit and compensation committees. As a non-employee director, Ms. Dodrill 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 31, 2023. Ms. Dodrill will serve as a member of the nominating, governance and sustainability and technology and transactions committees of the Board.
The Company will enter into an Indemnification Agreement with Ms. Dodrill, 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. A copy of the press release announcing Ms. Dodrill’s election to the board of directors is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 8, 2024 |
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CTS CORPORATION |
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/s/ Scott L. D'Angelo |
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Scott L. D'Angelo |
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Vice President, General Counsel and Secretary
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Exhibit 99.1
February 8, 2024 |
FOR IMMEDIATE RELEASE |
CTS Corporation Announces Appointment of Amy M. Dodrill
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 Amy M. Dodrill has been appointed to its board of directors, effective February 8, 2024, and will serve as a member of the nominating, governance and sustainability and technology and transactions committees.
Ms. Dodrill comes to CTS with over 25 years of experience in medical and technology companies and a proven track record of successfully leading and profitably growing global businesses serving key end markets. Ms. Dodrill most recently served as President of Baxter’s Global Surgical Solutions and Patient Support Systems segment, a $2 billion business with innovative products focused on advancing connected care and patient outcomes. In that role, Ms. Dodrill successfully integrated two former Hillrom business units into Baxter. Ms. Dodrill is a member of the board of directors of Procept BioRobotics (NASDAQ: PRCT), a commercial stage surgical robotics company, serving on the audit and compensation committees.
"CTS is pleased to welcome Amy Dodrill to the CTS board. Her extensive experience in the medical end market and background leading global businesses make her a valuable addition to our already highly experienced and 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
Ashish Agrawal
Vice President and Chief Financial Officer
CTS Corporation
4925 Indiana Avenue
Lisle, IL 60532
USA
Telephone: +1 (630) 577-8800
Email: [email protected]
www.ctscorp.com