TTM Technologies (NASDAQ: TTMI) shareholders back board, pay and equity plan
Filing Impact
Filing Sentiment
Form Type
8-K
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.
Positive
- None.
Negative
- None.
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, and 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
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.
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.
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.