8-K - CTS - Equibles

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

Date of Report (Date of earliest event reported): February 09, 2023

CTS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Indiana	1-4639	35-0225010
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>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<br>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 5.02. Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Randy Stone has been elected to serve as a member of the Board of Directors of CTS Corporation (the “Company”) effective February 9, 2023. Mr. Stone most recently served as President of DuPont’s Mobility and Materials business. Mr. Stone also served in other executive leadership roles with DuPont, including Global Business Director, High Performance Solutions and Asia Pacific Managing Director, Performance Elastomers. As a non-employee director, Mr. Stone 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 1, 2022. Mr. Stone will serve as a member of the Nominating, Governance and Sustainability and Technology and Transactions Committees of the Company.

The Company will enter into an Indemnification Agreement with Mr. Stone, the form of which was previously disclosed on Exhibit 10.1 on our Form 8-K filed with the Securities and Exchange Commission on February 18, 2015. A copy of the press release announcing Mr. Stone’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

Exhibit	Description
99.1	Press release dated February 9, 2023
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 9, 2023		CTS CORPORATION
	By:	/s/ Thomas M. White
		Thomas M. White
		Corporate Controller

EX-99.1

Exhibit 99.1

February 9, 2023	FOR IMMEDIATE RELEASE

CTS Corporation Announces Appointment of Randy Stone

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 Randy Stone has been appointed to its board of directors, effective February 9, 2023.

Mr. Stone comes to CTS with over 30 years of experience in advanced materials and a proven track record of successfully leading and profitably growing global businesses serving key end markets. Mr. Stone most recently served as President of DuPont’s Mobility and Materials segment, a $5 billion global enterprise with leadership positions in electronics, industrial, consumer and transportation markets. Under Mr. Stone’s leadership, the business delivered record earnings and free cash flow, while significantly improving operational and commercial excellence. "CTS is pleased to welcome Randy Stone to the CTS board. His extensive experience in several market segments served by CTS and his background leading global businesses make him 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: ashish.agrawal@ctscorp.com