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Get filing alertsTTM Technologies completes board transition with two retirements, two new directors
Filed May 8, 2026 · Period ending May 7, 2026 · ~1 min read
Key Changes
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Shareholders approved new Equity Advantage Match Plan with 86.3M votes for vs. 325K against, enabling stock-based compensation for employees and executives going forward.
Item 5.02, Proposal 2 verify on EDGAR → -
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Two directors departed May 7 (John Mayer resigned at mandatory retirement age 75, Thomas Edman retired as previously disclosed); Daniel Korte and Ryan McCarthy joined same day, maintaining board size.
Item 5.02 verify on EDGAR → -
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Annual meeting drew 89.61% turnout; all five proposals passed including election of three Class II directors and ratification of PwC as auditor.
Item 5.07 verify on EDGAR → -
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Shareholders voted for annual say-on-pay votes (82M votes) rather than biennial or triennial; company will hold executive compensation votes yearly going forward.
Item 5.07, Proposal 4 verify on EDGAR → -
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Board reorganized four standing committees following annual meeting, with new chair and member assignments across Audit, Compensation, Governance, and Government Security committees.
Item 5.02 verify on EDGAR →
Summary
TTM Technologies executed a planned board transition on May 7, 2026, with two directors departing and two joining the same day. John Mayer resigned upon reaching the company's mandatory retirement age of 75, while Thomas Edman's previously announced retirement also took effect. The company explicitly stated Mayer's departure was not due to any disagreement.
Daniel Korte and Ryan McCarthy joined as new directors, maintaining board composition. The most material development was shareholder approval of the new Equity Advantage Match Plan, which passed with overwhelming support (86.3 million for vs. 325,000 against). This plan will govern future stock-based compensation for employees and executives, potentially affecting dilution.
The annual meeting itself showed strong engagement with nearly 90% turnout, and all proposals passed including annual say-on-pay votes going forward. Investors should watch the first grants under the new equity plan to understand its dilutive impact and how aggressively management uses stock-based compensation. The board transition appears routine with no operational concerns flagged.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
As previously disclosed, the appointments of both Daniel G. Korte and Ryan D. McCarthy to the Board became effective on May 7, 2026.
Two new directors, Daniel G. Korte and Ryan D. McCarthy, joined the Board effective May 7, 2026. These appointments were previously disclosed and became effective on the same day as the two departures, maintaining board composition. The filing does not provide background on the new directors.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
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.
John G. Mayer resigned as a Class III director effective May 7, 2026. The company explicitly states this was not due to any disagreement with operations, policies, or practices. The resignation was mandatory due to reaching the company's retirement age of 75 as prescribed in Corporate Governance Guidelines.
Added in current filing · verify on EDGAR →
As previously disclosed, Thomas T. Edman’s retirement from the Board became effective on May 7, 2026.
Thomas T. Edman's retirement from the Board became effective on the same date as Mayer's resignation. This was previously disclosed in an earlier filing, so it represents confirmation of a known event rather than new information.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
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.
TTM Technologies held its annual shareholder meeting on May 7, 2026, with strong attendance of nearly 90% of eligible shares. All five proposals on the ballot were approved by shareholders, including the election of three Class II directors and ratification of the auditor.
Added in current filing · verify on EDGAR →
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.
Shareholders voted to hold say-on-pay votes annually rather than every two or three years, with 82 million votes for annual frequency. TTM will now include executive compensation votes in its proxy materials every year going forward.
Event · Item 8.01 — Other Events
Board committee membership changes effective May 7, 2026 following Annual Meeting.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
In connection with the Annual Meeting, effective May 7, 2026, the Board approved certain changes to the composition of the Board’s committees.
The Board reorganized its four standing committees following the Annual Meeting. The new committee assignments include: Audit Committee chaired by Wajid Ali with four members; Human Capital and Compensation Committee chaired by Chantel Lenard with four members; Nominating and Corporate Governance Committee chaired by Julie S. England with four members; and Government Security Committee chaired by Rex D. Geveden with four members. This is a routine governance matter with no immediate business impact.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
TTM Technologies, Inc. Equity Advantage Match Plan
The company has adopted a new equity compensation plan called the Equity Advantage Match Plan. This plan is filed as Exhibit 10.1 to the 8-K. The specific terms, eligibility criteria, and matching provisions are contained in the exhibit document itself, which is not included in the body of this 8-K filing.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify