Shareholders at CTS (NYSE: CTS) annual meeting approve directors, pay and auditor

Rhea-AI Filing Summary

CTS Corporation reported the results of its Annual Meeting of Shareholders held on May 14, 2026. Shareholders elected all eight director nominees, each receiving over 24.6 million votes in favor with relatively few votes against or abstentions and broker non-votes recorded.

Shareholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 25,021,506 votes for, 655,182 against, 16,750 abstentions, and 825,870 broker non-votes. In addition, they ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026, by 25,989,929 votes for, 522,284 against, and 7,095 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Donna M. Costello: 25,587,200 votes Votes for executive compensation: 25,021,506 votes Votes against executive compensation: 655,182 votes +3 more

6 metrics

Votes for Donna M. Costello 25,587,200 votes Election as director at 2026 annual meeting

Votes for executive compensation 25,021,506 votes Non-binding advisory approval of named executive officers’ pay

Votes against executive compensation 655,182 votes Non-binding advisory vote on pay

Broker non-votes on say-on-pay 825,870 votes Executive compensation advisory proposal

Votes for auditor ratification 25,989,929 votes Grant Thornton LLP ratified for year ending December 31, 2026

Votes against auditor ratification 522,284 votes Grant Thornton LLP appointment

Key Terms

broker non-votes, non-binding advisory basis, named executive officers, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"NUMBER OF BROKER NON-VOTES"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"Approval, on a non-binding advisory basis, of the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

named executive officers financial

"compensation of our named executive officers as described in the Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"Grant Thornton, LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Shareholders financial

"The Company held its Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

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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): May 14, 2026

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 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 14, 2026. At the Annual Meeting, all director nominees were elected. Proposals 2 and 3 were approved. The proposals below are described in more detail in the Company’s definitive proxy statement filed on April 2, 2026 (the “Proxy Statement”) for the Annual Meeting. The final results were as follows:

PROPOSAL 1 – Election of eight directors until the next annual meeting of shareholders:

DIRECTOR NOMINEE		NUMBER OF VOTES FOR				NUMBER OF VOTES AGAINST				NUMBER OF ABSTENTIONS				NUMBER OF BROKER NON-VOTES
Donna M. Costello			25,587,200				97,050				9,188				825,870
Amy M. Dodrill			25,634,413				47,914				11,111				825,870
William S. Johnson			25,186,497				497,885				9,056				825,870
Kimberly Banks MacKay			25,638,499				47,531				7,408				825,870
Kieran M. O’Sullivan			25,380,534				305,629				7,275				825,870
Robert A. Profusek			24,632,574				1,053,874				6,990				825,870
Randy L. Stone			25,631,137				53,245				9,056				825,870
Alfonso G. Zulueta			25,552,599				127,033				13,806				825,870

PROPOSAL 2 – Approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in the Proxy Statement:

NUMBER OF VOTES FOR				NUMBER OF VOTES AGAINST				NUMBER OF ABSTENTIONS				NUMBER OF BROKER NON-VOTES
	25,021,506				655,182				16,750				825,870

PROPOSAL 3 – Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

NUMBER OF VOTES FOR				NUMBER OF VOTES AGAINST				NUMBER OF ABSTENTIONS
	25,989,929				522,284				7,095

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.

			CTS Corporation
Date:	May 19, 2026	By:	/s/ Mark Pacioni
			Mark Pacioni Vice President, Chief Legal and Administrative Officer and Corporate Secretary

FAQ

What did CTS (CTS) shareholders decide at the 2026 annual meeting?

Shareholders elected all eight director nominees and approved all proposals. They backed executive compensation on an advisory basis and ratified Grant Thornton LLP as independent auditor for the year ending December 31, 2026, based on the disclosed vote tallies.

How did CTS (CTS) shareholders vote on director elections in 2026?

All eight director nominees were elected with strong support. For example, Donna M. Costello received 25,587,200 votes for and 97,050 against, with small abstentions and broker non-votes also reported for each nominee in the detailed voting results.

Was CTS (CTS) executive compensation approved by shareholders in 2026?

Yes, shareholders approved executive compensation on a non-binding advisory basis. The vote totaled 25,021,506 for, 655,182 against, 16,750 abstentions, and 825,870 broker non-votes, reflecting overall support for the compensation of the named executive officers described in the proxy statement.

Which auditor did CTS (CTS) shareholders ratify for the 2026 fiscal year?

Shareholders ratified Grant Thornton LLP as CTS Corporation’s independent registered public accounting firm. The ratification received 25,989,929 votes for, 522,284 against, and 7,095 abstentions for the audit engagement covering the year ending December 31, 2026, as disclosed in the results.

How many broker non-votes were recorded on CTS (CTS) proposals requiring them?

Broker non-votes were reported on director elections and the advisory say-on-pay proposal. For the say-on-pay item, there were 825,870 broker non-votes, with the same broker non-vote figure appearing for each of the eight director nominees listed.

Filing Exhibits & Attachments

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