TTM Technologies updates board and shareholder votes

TTM Technologies, Inc. reported governance updates and shareholder voting results from its 2026 Annual Meeting.

Rhea-AI Filing Summary

TTM Technologies, Inc. reported governance updates and shareholder voting results from its 2026 Annual Meeting. Director John G. Mayer resigned as a Class III director due to reaching the mandatory retirement age of 75, consistent with the company’s Corporate Governance Guidelines, and the Board accepted his resignation. The company also confirmed that previously disclosed board changes, including Thomas T. Edman’s retirement and the appointments of Daniel G. Korte and Ryan D. McCarthy, became effective on May 7, 2026.

Stockholders holding 93,055,056 of 103,843,183 eligible shares were represented, about 89.61% of shares entitled to vote. Class II directors Julie S. England, Philip G. Franklin, and Edwin Roks were elected. Stockholders approved the TTM Technologies, Inc. Equity Advantage Match Plan and supported named executive officer compensation on an advisory basis. They also chose an annual advisory vote on executive pay as the preferred frequency. The Board updated committee memberships across its Audit, Human Capital and Compensation, Nominating and Corporate Governance, and Government Security Committees effective May 7, 2026.

8-K Event Classification

4 items: 5.02, 5.07, 8.01, 9.01

4 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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares outstanding on record date: 103,843,183 shares Shares represented at meeting: 93,055,056 shares Meeting participation rate: 89.61% +3 more

6 metrics

Shares outstanding on record date 103,843,183 shares Common stock outstanding on the Annual Meeting record date

Shares represented at meeting 93,055,056 shares Shares present in person or by proxy at 2026 Annual Meeting

Meeting participation rate 89.61% Approximate percentage of outstanding shares represented

Equity plan votes for 86,323,984 votes Votes in favor of Equity Advantage Match Plan

Say-on-pay votes for 85,838,154 votes Advisory approval of named executive officer compensation

Say-on-pay one-year preference 82,028,438 votes Votes selecting annual advisory vote frequency

Key Terms

Equity Advantage Match Plan, advisory, non-binding vote, broker non-votes, mandatory retirement age, +1 more

5 terms

Equity Advantage Match Plan financial

"Proposal 2 – Vote on the Approval of the TTM Technologies, Inc. Equity Advantage Match Plan"

advisory, non-binding vote regulatory

"Proposal 3 – Advisory, Non-Binding Vote to Approve Named Executive Officer Compensation"

broker non-votes financial

"Broker Non-Votes | | 6,299,740"

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.

mandatory retirement age regulatory

"Mr. Mayer’s resignation was required due to his attainment of the mandatory retirement age of 75"

Corporate Governance Guidelines regulatory

"as prescribed in the Company’s Corporate Governance Guidelines"

A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.

FAQ

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

What director changes did TTM Technologies (TTMI) announce on May 7, 2026?

TTM Technologies announced that Class III director John G. Mayer resigned after reaching the mandatory retirement age of 75. The Board was obligated to accept his resignation under Corporate Governance Guidelines, and previously disclosed changes, including Thomas T. Edman’s retirement and two new appointments, became effective.

How many TTM Technologies (TTMI) shares were represented at the 2026 Annual Meeting?

At the 2026 Annual Meeting, 93,055,056 shares were present in person or by proxy out of 103,843,183 outstanding shares. This represented approximately 89.61% of the total common shares eligible to vote on the meeting’s proposals.

Which Class II directors were elected at TTM Technologies’ 2026 Annual Meeting?

Stockholders elected Class II directors Julie S. England, Philip G. Franklin, and Edwin Roks. Each received strong support, with England, Franklin, and Roks all gaining substantially more votes “For” than “Against,” along with broker non-votes consistent with shares not entitled to vote on the election proposal.

Did TTM Technologies (TTMI) stockholders approve the Equity Advantage Match Plan?

Yes, stockholders approved the TTM Technologies, Inc. Equity Advantage Match Plan. The proposal received 86,323,984 votes “For,” 325,217 “Against,” 106,115 abstentions, and 6,299,740 broker non-votes, indicating broad support among voting shareholders at the 2026 Annual Meeting.

How did TTM Technologies shareholders vote on executive compensation in 2026?

In an advisory, non-binding vote, stockholders approved named executive officer compensation with 85,838,154 votes “For,” 771,379 “Against,” 145,783 abstentions, and 6,299,740 broker non-votes. This outcome indicates substantial shareholder support for the company’s executive pay program.

What frequency did TTM Technologies investors prefer for say-on-pay votes?

Stockholders indicated a preference for annual advisory votes on executive compensation. The “One Year” option received 82,028,438 votes, compared with 19,900 for “Two Years,” 4,557,326 for “Three Years,” and 149,652 abstentions, and the company plans to follow this one-year frequency.

Were there changes to TTM Technologies’ Board committees after the 2026 meeting?

Yes. Effective May 7, 2026, the Board approved changes to its committee compositions. The Audit, Human Capital and Compensation, Nominating and Corporate Governance, and Government Security Committees all received updated memberships, with new chairs and members such as Wajid Ali and Julie S. England in key leadership roles.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:15 PM Learn about SEC filing dates

TTM TECHNOLOGIES INC false 0001116942 0001116942 2026-05-07 2026-05-07

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 7, 2026

TTM TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware		000-31285		91-1033443
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

200 East Sandpointe, Suite 400, Santa Ana, CA		92707
(Address of principal executive offices)		(Zip Code)

(714) 327-3000

Registrant’s telephone number, including area code

N/A

(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, $0.001 par value		TTMI		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 (§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 May 7, 2026, John G. Mayer tendered, and the Board of Directors (the “Board”) of TTM Technologies, Inc. (the “Company”) accepted, his resignation from his position as a Class III director of the Company and any Board committees thereof. Mr. Mayer’s resignation was not a result of a disagreement with the Company relating to the Company’s operations, policies or practices.

Mr. Mayer’s resignation was required due to his attainment of the mandatory retirement age of 75, and the Board was obligated to accept his resignation, in each case as prescribed in the Company’s Corporate Governance Guidelines.

As previously disclosed, Thomas T. Edman’s retirement from the Board became effective on May 7, 2026.

As previously disclosed, the appointments of both Daniel G. Korte and Ryan D. McCarthy to the Board became effective on May 7, 2026.

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

On May 7, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 103,843,183 shares of common stock outstanding on the record date, 93,055,056 shares were present at the Annual Meeting in person or by proxy, representing approximately 89.61% of the total outstanding shares eligible to vote. All proposals passed, and the Class II Directors recommended by the Company were elected.

The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1 – Election of Class II Directors

Name		Votes For				Votes Against				Abstain				Broker Non-Votes
Julie S. England			74,503,297				12,147,231				104,788				6,299,740
Philip G. Franklin			83,944,967				2,704,031				106,318				6,299,740
Edwin Roks			85,409,159				1,240,853				105,304				6,299,740

Proposal 2 – Vote on the Approval of the TTM Technologies, Inc. Equity Advantage Match Plan

Votes For:		86,323,984
Votes Against		325,217
Abstain:		106,115
Broker Non-Votes		6,299,740

Proposal 3 – Advisory, Non-Binding Vote to Approve Named Executive Officer Compensation

Votes For:		85,838,154
Votes Against:		771,379
Abstain:		145,783
Broker Non-Votes:		6,299,740

Proposal 4 – Advisory, Non-Binding Vote on the Frequency of Future Advisory, Non-Binding Votes to Approve Named Executive Officer Compensation

One Year:		82,028,438
Two Years:		19,900
Three Years:		4,557,326
Abstain:		149,652
Broker Non-Votes:		6,299,740

The Company’s stockholders approved, on an advisory basis, “1 Year” as the preferred frequency of the stockholders’ advisory, non-binding vote to approve the compensation of the Company’s named executive officers, as set forth in the Proxy Statement. In light of these voting results, the Company will include an advisory, non-binding vote on the compensation of its named executive officers in its proxy materials pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, on an annual basis until the next required advisory, non-binding vote on the frequency of advisory, non-binding votes on the compensation of the Company’s named executive officers.

Proposal 5 – Ratification of Appointment of KPMG LLP as the Independent Registered Public Accounting Firm for the Fiscal Year Ending December 28, 2026

Votes For:		92,305,470
Votes Against:		616,033
Abstain:		133,552

Item 8.01. Other Events

In connection with the Annual Meeting, effective May 7, 2026, the Board approved certain changes to the composition of the Board’s committees. Following these changes, the membership of the four standing committees of the Board is as follows:

Audit Committee:

Wajid Ali (Chair)

Philip G. Franklin

Pamela B. Jackson

Ryan D. McCarthy

Human Capital and Compensation Committee:

Chantel Lenard (Chair)

Julie S. England

Pamela B. Jackson

Daniel G. Korte

Nominating and Corporate Governance Committee:

Julie S. England (Chair)

Wajid Ali

Rex D. Geveden

Daniel G. Korte

Government Security Committee:

Rex D. Geveden (Chair)

Julie S. England

Ryan D. McCarthy

Daniel G. Korte

Item 9.01. Financial Statements and Exhibits

Exhibit Number		Description
10.1		TTM Technologies, Inc. Equity Advantage Match Plan
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.

				TTM TECHNOLOGIES, INC.
Date: May 8, 2026						/s/ Daniel J. Weber
				By:		Daniel J. Weber
						Executive Vice President, Chief Legal Officer & Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 63.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB