CTS expands board to eight, elects Kimberly MacKay as director

CTS Corporation expanded its Board of Directors from seven to eight members and elected Kimberly MacKay to fill the new seat, effective November 5, 2025.

Accepted by SEC EDGAR 11/06/2025 - 09:00 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

CTS Corporation expanded its Board of Directors from seven to eight members and elected Kimberly MacKay to fill the new seat, effective November 5, 2025. MacKay serves as SVP, General Counsel and Corporate Secretary of West Pharmaceutical Services and will join CTS’s Nominating, Governance and Sustainability Committee and Technology and Transactions Committee.

As a non-employee director, she will receive compensation consistent with other non-employee directors as described in the Company’s March 28, 2025 proxy statement. The Company reported no arrangements leading to her selection and no related person transactions requiring disclosure under Item 404(a). CTS will enter into its standard indemnification agreement with her, and a related press release was furnished as Exhibit 99.1 on November 6, 2025.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did CTS (CTS) announce regarding its board?

CTS increased its board size from seven to eight members and elected Kimberly MacKay to the new seat effective November 5, 2025.

Who is the new CTS (CTS) director and what are her roles?

The new director is Kimberly MacKay. She will serve on the Nominating, Governance and Sustainability Committee and the Technology and Transactions Committee.

How will Kimberly MacKay be compensated as a CTS (CTS) director?

She will receive the same compensation as other non-employee directors, as described in CTS’s March 28, 2025 proxy statement.

Were there any related person transactions disclosed for the new CTS (CTS) director?

CTS stated there are no related person transactions requiring disclosure under Item 404(a).

Did CTS (CTS) disclose any agreements with the new director?

CTS will enter into its standard Indemnification Agreement with Kimberly MacKay, previously filed in form on February 18, 2015.

Was a press release issued about the CTS (CTS) board change?

Yes. A press release was furnished as Exhibit 99.1 dated November 6, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

Date of Report (Date of earliest event reported): November 05, 2025

CTS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Indiana			1-4639	35-0225010
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer 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 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.

Effective November 5, 2025, the Board of Directors (the “Board”) of CTS Corporation (the “Company”) increased the size of its board from seven to eight members, and elected Kimberly MacKay to fill the resulting vacancy.

Ms. MacKay currently serves as SVP, General Counsel and Corporate Secretary of West Pharmaceutical Services, Inc. Ms. MacKay is also a member of the Board of the Community Foundation of New Jersey, and the Compliance, Audit and Risk Committee for BAYADA Home Health Care. As a non-employee director, Ms. MacKay 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 28, 2025. Ms. MacKay will serve as a member of the Nominating, Governance and Sustainability Committee and Technology and Transactions Committee of the Board.

There are no arrangements or understandings between Ms. MacKay and any other persons pursuant to which she was selected as a director. In addition, there are no related person transactions between Ms. MacKay and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

The Company will enter into an Indemnification Agreement with Ms. MacKay, 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.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release related to Ms. MacKay’s election is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description

99.1 Press Release issued by CTS Corporation on November 6, 2025

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:	November 6, 2025	By:	/s/ Mark Pacioni
			Mark Pacioni, Vice President, Chief Legal and Administrative Officer and Secretary