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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): October 07, 2025 |
BENCHMARK ELECTRONICS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Texas |
001-10560 |
74-2211011 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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56 South Rockford Drive |
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Tempe, Arizona |
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85288 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (623) 300-7000 |
(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:
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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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Common Stock, par value $0.10 per share |
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BHE |
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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.
On October 7, 2025, Benchmark Electronics, Inc. (the “Company”) announced the appointment of Dr. Michael Slessor as an independent director to the Board of Directors (the “Board”) of the Company. Dr. Slessor was also appointed to the Board’s audit committee effective immediately. Dr. Slessor’s appointment follows the unexpected passing of Mr. Robert Gifford, who served on the Board since 2016.
Dr. Slessor brings more than 25 years of experience in the semiconductor industry and currently serves as the CEO of FormFactor, Inc. (NASDAQ: FORM), which he joined with the acquisition of MicroProbe where he then served as CEO. Prior to MicroProbe, Dr. Slessor held leadership roles at KLA Corporation.
For his service as a member of the Board, Dr. Slessor will receive the same compensation as other non-employee directors under the Company’s current non-employee director compensation program described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 4, 2025. During 2025, our non-employee directors will receive: (a) an annual retainer of $85,000, (b) an annual retainer of $10,000 for service on the Audit and Human Capital and Compensation Committees and $7,500 for service on the Nominating, Sustainability and Governance Committee, and (c) an annual restricted stock unit (“RSU”) with a grant-date fair market value of $180,000. Dr. Slessor’s annual retainer and initial RSU grant will be prorated from the date he begins serving on the Board, and the prorated RSU grant is scheduled to vest on May 13, 2026.
Item 8.01 Other Events.
On October 7, 2025, the Company issued a press release relating to the matters described under Item 5.02. The press release is incorporated herein by reference to Exhibit 99.1 filed herewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description of Exhibit |
99.1 |
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Press release, dated October 7, 2025 |
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 registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BENCHMARK ELECTRONICS, INC. |
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Date: |
October 7, 2025 |
By: |
/s/ Stephen J. Beaver |
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Stephen J. Beaver, Esq.
Senior Vice President, General Counsel and Chief Legal Officer |
