lfus-202401010000889331falseLITTELFUSE INC /DE00008893312024-01-012024-01-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 1, 2024
(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.) |
8755 W. Higgins Road, Suite 500, Chicago, IL 60631
(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 |
(e) Effective January 1, 2024, Littelfuse, Inc. entered into new Change of Control Agreements with its executive officers, including: (i) Mr. David W. Heinzmann, President and Chief Executive Officer, (ii) Ms. Meenal A. Sethna, Executive Vice President and Chief Financial Officer, (iii) Mr. Ryan K. Stafford, Executive Vice President, Mergers & Acquisitions, Chief Legal Officer and Corporate Secretary, (iv) Ms. Maggie Chu, Senior Vice President and Chief Human Resources Officer, and (v) Mr. Deepak Nayar, Senior Vice President and General Manager, Electronics Business.
The Change of Control Agreements replace the previous Change of Control Agreements for each Executive Officer that were entered into effective in 2021 and contain terms substantially identical to the prior Change of Control Agreements, but with new three-year terms to expire on December 31, 2026. Consistent with the previous agreements, Mr. Heinzmann’s agreement provides for a severance multiple of 3.0 and the other executive officers’ agreements provide for a severance multiple of 2.0.
The foregoing summary of the new Change of Control Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Change of Control Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| | | | | |
Item 9.01 | Financial Statements and Exhibits. |
| | | | | |
(d) Exhibits | |
Exhibit No. | Description |
10.1 | |
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: January 5, 2024 | By: /s/ Ryan K. Stafford |
| Executive Vice President, Mergers & Acquisitions, Chief Legal Officer and Corporate Secretary |