Littelfuse Inc 8-K, filed Sep 16, 2026
Littelfuse Inc /De (LFUS)
8-K
2026-09-16
For: 2026-09-10
View Original
Added on
September 16, 2026
About this 8-K
Littelfuse Inc filed this 8-K on September 16, 2026, reporting on events of September 10, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
| WASHINGTON, D.C. 20579 | ||
FORM 8-K
| CURRENT REPORT | ||
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 10, 2026
(Date of earliest event reported)
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)
| (State of other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (773 ) 628-1000
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 Symbol | Name of exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 September 10, 2026, Mr. Deepak Nayar advised Littelfuse, Inc. (the “Corporation”) of his intention to transition from his current role of Senior Vice President and General Manager, Electronics Business on December 31, 2026 (the “Transition Date”) to Special Advisor to the Chief Executive Officer effective January 1, 2027.
In connection with Mr. Nayar’s transition, the Corporation and Mr. Nayar entered into an agreement (the “Special Advisor Employment Agreement”) setting forth terms and certain related compensation arrangements. Pursuant to the Special Advisor Employment Agreement, Mr. Nayar will receive for the Advisory Term (as defined in the Special Advisor Employment Agreement) equal monthly payments totaling $1,004,220 (consisting of Mr. Nayar’s current annual base salary of $557,900 plus $446,320 (representing 100% of his current 80% target Annual Incentive Plan (“AIP”) award)) and he will be eligible for accelerated vesting and related treatment for his long-term incentive (“LTI”) awards remaining outstanding upon his retirement from the Company at the end of the Advisory Term (or as otherwise resulting under the operation of the Special Advisor Employment Agreement) in accordance with the terms and conditions of such awards. During the Advisory Term, Mr. Nayar will not be eligible for new AIP or LTI awards.
The foregoing description of the Special Advisor Employment Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Special Advisor Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit No. | Description | ||||
| 10.01 | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
Signature
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.
| Littelfuse, Inc. | |||||
| Date: September 16, 2026 | By: /s/ Anne-Marie D’Angelo | ||||
| Name: Anne-Marie D'Angelo | |||||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | |||||
1
September 10, 2026
Deepak Nayar
1301 N. Raymond Avenue
Fullerton, CA 92831
Dear Deepak:
This letter memorializes our recent conversations related to your upcoming transition from the role of Senior Vice President and General Manager, Electronics Business, of Littelfuse, Inc. (the “Company”) on December 31, 2026 (the “Transition Date”) to a role as Special Advisor to the Chief Executive Officer effective January 1, 2027. Thank you for your many years of service and significant contributions to the Company, and for your willingness to provide continued support and expertise to the Company as Special Advisor.
Services as Special Advisor
Effective as of the Transition Date, you hereby transition from the above-mentioned position and cease to be an executive officer of the Company.
You agree to continue in employment with the Company as Special Advisor to the Chief Executive Officer for a term of twelve months from January 1 through December 31, 2027 (the “Advisory Term”). As Special Advisor, you will perform the following services as reasonably requested by the Company (the “Services”): (a) provide support with regard to knowledge transfer and leadership transition for the electronics business; (b) provide support and advice on Littelfuse strategic growth focused areas; and (c) provide such other services consistent with your experience and expertise as reasonably requested by the Chief Executive Officer from time to time.
Compensation and Benefits
The Company will continue to pay your base salary at a gross monthly rate of $83,685 during the Advisory Term. Your bonus earned under the annual incentive plan for 2026 will be calculated and paid in accordance with plan terms. During the Advisory Term, you may continue to participate in the Company’s employee benefit and perquisite plans in accordance with their terms. For the avoidance of doubt, from and after January 1, 2027, you will not participate in the Company’s Executive Severance Policy, benefit from any change in control policy or agreement, or participate in any annual incentive plan, and you will not receive any equity compensation awards. For the avoidance of doubt, you will no longer be deemed an “executive officer” as defined under SEC rules in 17 CFR section 240.3b-7. The Company acknowledges and agrees that your termination of employment with the Company upon the expiration of the Advisory
2Term will constitute a retirement from all employment and service with the Company and its subsidiaries after reaching age 55 and completing 10 years of continuous service for purposes of vesting any Options, Restricted Stock Unit Awards and Performance Share Awards then outstanding under the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan and the applicable Award Agreements, subject to the terms and conditions thereof including without limitation any additional vesting requirements.
Restrictive Covenants
During the Advisory Term and for a period of eighteen (18) months following the termination of your employment with the Company for any reason, you agree that you will not, directly or indirectly, on behalf of yourself or any other person or entity: (a) engage in, provide services to, advise, consult with, be employed by, or otherwise assist any business, division or product line that competes with the Company or any of its affiliates; (b) solicit, induce, encourage or attempt to solicit, induce or encourage any employee, officer, consultant or contractor of the Company or any of its affiliates with whom you had material contact or about whom you obtained confidential information to terminate or lessen such person’s relationship with the Company or any of its affiliates; (c) hire or engage, or assist any other person or entity in hiring or engaging, any such employee, officer, consultant or contractor; or (d) solicit, divert, take away or attempt to solicit, divert or take away any customer, supplier, distributor, business partner, acquisition target, investment opportunity or other material business relationship of the Company or any of its affiliates with respect to which you had material involvement or about which you obtained confidential information. Nothing in this paragraph prohibits you from owning, as a passive investment, less than two percent (2%) of the outstanding publicly traded securities of any company. The foregoing restrictions are intended to protect the Company’s legitimate business interests, including its confidential information, trade secrets, goodwill, workforce stability, customer and supplier relationships, and strategic business plans, and shall apply only to the extent permitted by applicable law.
Indemnification
Following the Transition Date, the Company will continue to indemnify you against any actual or threatened action, suit or proceeding and to provide you with directors’ and officers’ insurance coverage through the Company’s existing directors’ and officers’ insurance policy, with respect to your services as an executive officer of the Company and its subsidiaries prior to the Transition Date and thereafter your service as Special Advisor, in each case to the maximum extent that such indemnification and directors’ and officers’ insurance coverage is provided to any person who is an executive officer of the Company or any of its subsidiaries.
Taxes; Code Section 409A
3All payments hereunder shall be subject to applicable tax withholding. It is the intent of the parties that any amounts payable under this letter shall be exempt from or comply with the provisions of Code Section 409A, and each payment under this letter shall be treated as a separate payment for purposes of Code Section 409A. The parties intend that the terms and provisions of this letter shall be interpreted and applied in a manner that satisfies the requirements and exemptions of Code Section 409A and, to the maximum extent permitted, this letter shall be interpreted to be exempt from or to comply with Code Section 409A. With respect to any provision of this letter that provides for reimbursement of costs and expenses, the right to reimbursement or benefits may not be exchanged for any other benefit, and the amount of expenses eligible for reimbursement (or provision of in-kind benefits) in one year shall not affect amounts reimbursable or provided as in-kind benefits in any subsequent year. All expense reimbursements paid pursuant to this letter that are taxable income to you shall in no event be paid later than the end of the calendar year next following the year in which you incur the expense.
Miscellaneous
Upon the Unanimous Written Consent of the Board of Directors upon the recommendation of the Compensation Committee, this letter will be binding upon, inure to the benefit of, and be enforceable by, as applicable, the parties hereto and their respective personal or legal representatives, successors, assigns, heirs, and legatees. Neither party shall assign, transfer or subcontract this letter or any of its obligations hereunder without the other party’s express, prior written consent. Notwithstanding the foregoing, the Company may assign this letter, subject to its terms, to a successor to the Company by merger or other business combination or to a purchaser of all, or substantially all, of the Company’s assets.
This letter constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or written, with respect to the subject matter hereof (including without limitation the Change of Control Agreement between you and the Company, effective as of January 1, 2024, which you and we agree shall cease to be in effect as of the Transition Date and is hereby terminated as of such date). This letter will be governed by and construed in accordance with the laws of the State of Illinois, without reference to principles of conflict of laws. The parties hereto irrevocably agree to submit to the jurisdiction and venue of the courts of the State of Illinois in any action or proceeding brought with respect to or in connection with this letter. This letter may not be amended or modified other than by a written agreement executed by the parties hereto.
[Signature Page Follows]
4To confirm the foregoing terms are acceptable to you, please execute and return the copy of this letter that is enclosed for your convenience.
Very truly yours,
LITTELFUSE, INC.
By: /s/ Maggie Chu
Name: Maggie Chu
Title: Senior Vice President and Chief Human Resources Officer
ACKNOWLEDGED AND AGREED:
/s/ Deepak Nayar
Deepak Nayar
[Signature Page to Employment Agreement]
FOR IMMEDIATE RELEASE
David Kelley
224-727-2535
dkelley@littelfuse.com
dkelley@littelfuse.com
Littelfuse Announces Senior Leadership Transition
•Deepak Nayar to transition to Special Advisor to the CEO role, ahead of his retirement at the end of 2027 following a distinguished career
•Dr. Karim Hamed to lead combined Electronics and Semiconductor businesses to drive long-term growth and operational efficiencies
Chicago, September 16, 2026 — Littelfuse, Inc. (NASDAQ: LFUS), a leader in developing smart solutions that enable safe and efficient electrical energy transfer, today announced that Deepak Nayar, Senior Vice President and General Manager, will retire at the end of 2027 following a distinguished career spanning more than 20 years at Littelfuse.
Effective January 1, 2027, Dr. Karim Hamed will assume the expanded role of Senior Vice President and General Manager, CCDI Market & Electronics Segment, while Deepak Nayar will transition to a Special Advisor to the CEO role. In this new role, Dr. Hamed will bring the complementary Electronics and Semiconductor businesses under a unified leadership structure and oversee the company’s CCDI (Computing, Communications, and Diversified Industrials) market strategy, with a focus on deepening customer partnerships, strengthening go-to-market execution, and identifying opportunities for long-term growth and operational efficiencies.
“Deepak has been an exceptional leader and valued member of the Littelfuse leadership team,” said Greg Henderson, President and Chief Executive Officer. “Throughout his tenure, he has played a pivotal role in driving our growth strategy while expanding our global market presence across our broad customer base. We are deeply grateful for his many contributions and look forward to his thought leadership and guidance in key strategic areas that support our long-term growth.”
Henderson continued, “Karim is a proven leader with deep industry expertise, strong customer relationships, and a track record of delivering results. His operational experience and strategic perspective make him exceptionally well suited to uniting our Electronics and Semiconductor businesses for their next phase of expansion. I am confident he will continue to advance our strategy, drive innovation, and unlock enhanced value for our customers and shareholders.”
Dr. Hamed joined Littelfuse in 2025 as Senior Vice President and General Manager, Semiconductor Business. He brings more than two decades of global leadership experience in the semiconductor industry. Prior to joining Littelfuse, Dr. Hamed was at Analog Devices, where he served as Corporate Vice President, Industrial and Healthcare Business Group. Previously, he served as Vice President, Industrial Instrumentation Business Unit, and General Manager, Microwave Communications Group. Dr. Hamed also served in various leadership and technical roles at Hittite Microwave Corporation, TriQuint Semiconductor, and Mimix Broadband.
About Littelfuse
Littelfuse, Inc. (NASDAQ: LFUS) is a diversified, industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 20 countries, and with approximately 18,000 global associates, we partner with customers to design and deliver innovative, reliable solutions. Serving over 100,000 end customers, our products are found in a variety of industrial, transportation, and electronics end markets, everywhere, every day. Learn more at Littelfuse.com.
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