Shareholders back board and pay at Littelfuse (NASDAQ: LFUS) annual meeting

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Littelfuse, Inc. updated its executive equity award documentation and reported results from its 2026 annual stockholder meeting. The Board approved new forms of restricted stock unit and performance share award agreements under its long-term incentive plans. These updates allow a termination of service due to death or disability to satisfy the retirement requirement for vesting.

Stockholders elected eight directors to serve until the 2027 annual meeting, with each nominee receiving more than 21.8 million votes in favor. Investors also approved, on an advisory basis, the compensation of named executive officers with 21,230,481 votes for, and ratified Deloitte & Touche LLP as independent auditors for 2026 with 23,790,648 votes for.

8-K Event Classification

3 items: 5.02, 5.07, 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 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.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Say-on-pay votes for: 21,230,481 votes Auditor ratification votes for: 23,790,648 votes Highest director support: 22,950,832 votes for +3 more

6 metrics

Say-on-pay votes for 21,230,481 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 23,790,648 votes Approval of Deloitte & Touche LLP for fiscal 2026

Highest director support 22,950,832 votes for Election of director Holly B. Paeper

Broker non-votes on director elections 785,230 votes Each director election proposal at 2026 annual meeting

Say-on-pay votes against 1,779,546 votes Advisory vote on executive compensation

Auditor ratification votes against 6,568 votes Ratification of Deloitte & Touche LLP

Key Terms

restricted stock unit, performance share award, long-term incentive plan, advisory, non-binding basis, +1 more

5 terms

restricted stock unit financial

"a new form of restricted stock unit award agreement for grants of restricted stock units"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

long-term incentive plan financial

"under the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

advisory, non-binding basis regulatory

"The stockholders approved, on an advisory, non-binding basis, the compensation"

broker non-votes regulatory

"Broker Non-Votes Kristina A. Cerniglia ... 785,230"

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.

Understanding 8-K Material Events →

04/27/2026 - 05:43 PM

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: April 22, 2026

(Date of earliest event reported)

LITTELFUSE, INC.

(Exact name of registrant as specified in its charter)


Delaware	0-20388	36-3795742
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6133 N. River Road, Suite 500, Rosemont, IL 60018

(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

Common Stock, par value $0.01 per share

LFUS

NASDAQ Global Select Market

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 April 22, 2026, in connection with equity grants to named executive officers under the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended (the “Plan”), and the Littelfuse/IXYS Corporation Long-Term Incentive Plan (the “LF/IXYS Plan”), the Board of Directors (the “Board”) of Littelfuse, Inc. (the “Company”) approved: (i) a new form of restricted stock unit award agreement for grants of restricted stock units to executive officers under the Plan (the “RSU Award Agreement”), (ii) a new form of performance share award agreement for grants of performance share units to executive officers under the Plan (the “PSU Award Agreement”), and (iii) a new form of restricted stock unit award agreement for grants of restricted stock units to executive officers under the LF/IXYS Plan (the “Littelfuse/IXYS RSU Award Agreement” and, collectively with the RSU Award Agreement, and the PSU Award Agreement, the “Award Agreements”). Each of the Award Agreements has material terms that are substantially similar to those in the forms of award agreements last approved by the Board and previously disclosed by the Company except that the updated Award Agreements provide for termination of service with the Company as a result of death or disability to satisfy the requirements for retirement for the purposes of award vesting.

Such descriptions of the terms of the new forms of each of the Award Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the new form of Award Agreements, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 hereto and are incorporated herein by reference.


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

On April 22, 2026, the Company held its 2026 Annual Meeting of Stockholders. A quorum was present at the meeting as required by the Company’s Bylaws. The results of voting for each matter submitted to a vote of stockholders at the meeting are as follows.

Proposal 1: Election of Directors

The eight director nominees were elected to serve as directors until the 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, by the votes set forth below.


Nominee	For	Against	Abstain		Broker Non-Votes
Kristina A. Cerniglia	22,803,937	210,237	10,695	785,230
Tzau-Jin Chung	21,845,908	1,130,926	48,035	785,230
Maria C. Green	21,297,471	1,374,646	352,752	785,230
Anthony Grillo	21,355,163	1,656,928	12,778	785,230
Gregory N. Henderson	22,561,647	449,282	13,940	785,230
Gordon Hunter	22,442,628	569,513	12,728	785,230
William P. Noglows	22,258,197	754,017	12,655	785,230
Holly B. Paeper	22,950,832	60,032	14,005	785,230

Proposal 2: Advisory Vote on Compensation of Named Executive Officers

The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers, by the votes set forth below.


For	Against	Abstain	Broker Non-Votes
21,230,481	1,779,546	14,842	785,230

Proposal 3: Approval and Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Auditors

The appointment of Deloitte & Touche LLP as the Company’s independent auditors for the 2026 fiscal year ending December 26, 2026 was approved and ratified, by the votes set forth below.


For	Against	Abstain
23,790,648	6,568	12,883


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
10.1			Form of Restricted Stock Unit Award Agreement (Tier I) under the Amended and Restated Littelfuse Long-Term Incentive Plan
10.2			Form of Performance Share Award Agreement (Tier I) under the Amended and Restated Littelfuse Long-Term Incentive Plan
10.3			Form of Restricted Stock Unit Award Agreement (Tier I) under the Littelfuse/IXYS Corporation Long-Term Incentive Plan
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: April 27, 2026			By: /s/ Ryan K. Stafford
			Executive Vice President, Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did Littelfuse (LFUS) disclose in this 8-K?

Littelfuse updated its executive equity award agreements so that termination of service due to death or disability now satisfies retirement requirements for vesting. The filing also reports routine annual meeting results, including director elections and auditor ratification for the 2026 fiscal year.

How did Littelfuse (LFUS) shareholders vote on the 2026 director slate?

Shareholders elected eight directors to serve until the 2027 annual meeting. Support was strong, with nominees such as Holly B. Paeper receiving 22,950,832 votes for and only 60,032 against, plus 14,005 abstentions and 785,230 broker non-votes recorded.

Did Littelfuse (LFUS) shareholders approve executive compensation in 2026?

Yes. In an advisory, non-binding vote, stockholders approved Littelfuse’s named executive officer compensation with 21,230,481 votes for, 1,779,546 against, and 14,842 abstentions. There were also 785,230 broker non-votes, indicating generally solid support for the company’s pay practices.

Which audit firm did Littelfuse (LFUS) stockholders ratify for fiscal 2026?

Stockholders approved and ratified Deloitte & Touche LLP as Littelfuse’s independent auditors for the fiscal year ending December 26, 2026. The vote totaled 23,790,648 for, 6,568 against, and 12,883 abstentions, signaling broad backing for the company’s chosen audit firm.

What is the key change in Littelfuse’s new equity award agreements?

The new forms of restricted stock unit and performance share award agreements treat a termination of service due to death or disability as satisfying retirement conditions for vesting. Other material terms remain substantially similar to previously approved and disclosed award agreement forms.

Filing Exhibits & Attachments

6 documents