| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Resignation of Dr. Dov S. Zakheim from the Board
On May 8, 2024, Dr. Dov S. Zakheim tendered, and the Board of Directors (the “Board”) of TTM Technologies, Inc. (the “Company”) accepted, his resignation from his position as a Class I director of the Company and any Board committees thereof. Dr. Zakheim’s resignation was not a result of a disagreement with the Company relating to the Company’s operations, policies or practices.
Dr. Zakheim’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.
Appointment of Wajid Ali to the Board
On May 9, 2024, the Board appointed Mr. Wajid Ali to fill the vacancy created by Dr. Zakheim’s resignation to serve as a Class I director with a term expiring at the annual meeting of stockholders in 2025 or his earlier resignation, retirement or removal, subject to approval from the Defense Counterintelligence and Security Agency (“DCSA”) pursuant to the Special Security Agreement between the Company and DSCA.
There are no arrangements or understandings between Mr. Ali and any other persons pursuant to which Mr. Ali was appointed to the Board, nor does Mr. Ali have any direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
Upon his appointment, Mr. Ali will be entitled to receive the same compensation for service as a director as is provided to other non-employee directors of the Company pursuant to the Company’s director compensation program on a pro-rata annual basis, which includes the issuance of Restricted Stock Units of TTM’s Common Stock. The Board has determined that Mr. Ali will be an independent director under NASDAQ listing standards. Mr. Ali is expected to serve on the Audit Committee of the Board.
| Item 5.03. | Amendment to Articles of Incorporation or Bylaws |
As described under Item 5.07 of this Current Report on Form 8-K, at the Company’s 2024 Annual Meeting of Stockholders held on May 8, 2024 (the “Annual Meeting”), the stockholders of the Company approved proposed amendments (the “Charter Amendments”) to the Company’s certificate of incorporation (i) to permit the exculpation of officers, as is consistent with the Delaware General Corporation Law (the “DGCL”), (ii) to provide that stockholders may remove any or all directors, with or without cause, as permitted by the DGCL, and (iii) to eliminate the requirement that certain amendments thereto be approved by at least 80% of the outstanding shares of all capital stock. The Charter Amendments are described in detail under “Proposal Two: Approval of an amendment of our certificate of incorporation to provide for the exculpation of officers as permitted by Delaware law,” “Proposal Three: Approval of an amendment of our certificate of incorporation to provide that stockholders may remove any or all directors, with or without cause, as permitted by Delaware law,” and “Proposal Four: Approval of an amendment of our certificate of incorporation to eliminate the requirement that certain amendments must be approved by at least 80% of the outstanding shares of all capital stock,” commencing on pages 62, 64 and 65, respectively, of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2024 (the “Proxy Statement”) in connection with the Annual Meeting. The foregoing description of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of incorporation, as modified by the Charter Amendments (the “Amended and Restated Certificate of Incorporation”), which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Amended and Restated Certificate of Incorporation became effective upon its filing with the Secretary of State of the State of Delaware on May 8, 2024.
As described under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting the stockholders of the Company also approved amendments to the Company’s bylaws (the “Bylaw Amendments”) to (a) make changes arising from the Special Board Resolution adopted by the Board in February 2023; (b) provide (i) modifications to the advance notice requirements applicable to director nominations submitted by stockholders, (ii) a majority approval standard for uncontested elections of directors, (iii) that stockholders may remove directors with or without cause, and (iv) miscellaneous clarifications and changes, and (c) eliminate the requirement that certain amendments to the Company’s bylaws be approved by at least 80% of the shares entitled to vote. The Bylaw Amendments became effective upon approval by the stockholders. The Bylaw Amendments are described in detail under “Proposal Five: Approval of amendments of our bylaws arising from the Special Board Resolution adopted by the board of directors in February 2023,” “Proposal Six: Approval of amendments of our bylaws to provide modifications to the advance notice requirements applicable to director nominations submitted by stockholders, a majority approval standard for election of directors, that stockholders may remove any or all directors, with or without cause, and miscellaneous amendments to our bylaws,” and “Proposal Seven: Approval of an amendments of our bylaws to eliminate the requirement that certain amendments thereto be approved by at least 80% of the shares entitled to vote upon such amendment” commencing on pages 67, 69 and 72, respectively, of the Proxy Statement. The foregoing description of the Bylaw Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amended and Restated Bylaws, which incorporates the Bylaw Amendments and are filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
