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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit Number
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Description
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Letter Agreement between Littelfuse, Inc. and Ryan K. Stafford, dated January 7, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Date: January 8, 2026
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LITTELFUSE, INC.
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By:
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/s/ Abhishek Khandelwal
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Name:
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Abhishek Khandelwal
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Title:
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Executive Vice President, Chief Financial Officer
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Sincerely yours,
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LITTELFUSE, INC.
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/s/ Maggie Chu
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Maggie Chu
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Chief Human Resources Officer
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Acknowledged and Agreed:
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/s/ Ryan Stafford
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Ryan Stafford
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| • |
A lump sum payment of $1,691,682, payable up to 60th day following the Separation Date, in full satisfaction of the Company’s obligations under paragraph (a) of the “Severance Benefits”
section of the Severance Policy;
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| • |
A prorated 2026 annual incentive plan bonus determined by the Company, and to be paid, in accordance with paragraph (b) of
the “Severance Benefits” section of the Severance Policy.
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| • |
Accelerated vesting, as of the date the Separation and Release Agreement becomes effective, of 50% of the restricted stock units granted to you on January 23, 2025 (you acknowledge that the remaining
50% of such units are forfeited, as of the Separation Date);
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Continuation of your financial planning services through the end of 2026, with respect to which you will be entitled to reimbursement for up to $12,000 of expenses in respect of such year, and, to the
extent not conducted prior to the Separation Date an annual executive physical exam for 2026 (on the same terms applicable to actively employed executives);
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Outplacement benefits in accordance with clause (v) of the applicable paragraph of the “Severance Benefits” section of the Severance Policy; and
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| • |
In the event you become eligible for and timely elect continuation coverage under the Company’s medical plan pursuant to the Consolidated Omnibus Budget Reconciliation Act or similar state law (“COBRA Coverage”), the Company will pay the monthly cost of the first 18 months of such COBRA Coverage (“COBRA
Subsidy Period”) provided you have not become eligible for medical coverage through another employer (including a spouse’s employer) and provided you have not become ineligible for COBRA Coverage. You agree to advise the Company’s US
Benefits Manager (6133 N River Road, Floor 5, Rosemont, IL 60018) in writing within 14 days of learning of your eligibility for medical coverage through another employer. Regardless of whether you elect to enroll in the other employer’s
medical coverage, upon eligibility for medical coverage through another employer all further payments of the COBRA Subsidy as provided herein shall cease to be payable. If you remain eligible for COBRA Coverage under the Company’s medical plan
either beyond the COBRA Subsidy Period or, if earlier, the date payments of the COBRA Subsidy cease to be payable due to eligibility for other coverage, then you remain responsible for timely payment of all COBRA premium due for any COBRA
Coverage for which you may be eligible under the Company’s medical plan. You acknowledge that the COBRA Coverage attributable to your termination of employment with the Company allows you to enroll in an insurance marketplace exchange under
the Affordable Care Act (“Exchange”) during a special enrollment period and further acknowledge that absent another special enrollment event allowing you to enroll in an
Exchange following the COBRA Subsidy Period (or any earlier cessation of COBRA Subsidy payments), you will not be able to enroll in an Exchange until the Exchange’s next open enrollment period. Failure to pay COBRA premiums for any COBRA
Coverage for which you are otherwise eligible is not a special event allowing an individual to enroll in an Exchange. In addition, to the extent permissible under law and the terms of the applicable plan, the Company will continue during the
COBRA Subsidy Period (or, if earlier, until you become eligible for comparable coverage through another employer (including a spouse’s employer)) to make available dental and vision coverage of the same type you receive today (subject to
changes to such coverage that apply to participants generally) at a cost to you no greater than the cost borne by active employees for such coverage.
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