0000026058-12-000023.txt : 20121120 0000026058-12-000023.hdr.sgml : 20121120 20121120161910 ACCESSION NUMBER: 0000026058-12-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121120 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121120 DATE AS OF CHANGE: 20121120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTS CORP CENTRAL INDEX KEY: 0000026058 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 350225010 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04639 FILM NUMBER: 121218212 BUSINESS ADDRESS: STREET 1: 905 WEST BOULEVARD NORTH CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 5745233800 MAIL ADDRESS: STREET 1: 905 W BLVD NORTH CITY: ELKHART STATE: IN ZIP: 46514 8-K 1 form8k.htm FORM 8-K 11/20/2012 form8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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):  November 19, 2012


CTS CORPORATION
(Exact Name of Registrant as Specified in Charter)


Indiana
1-4639
35-0225010
(State or Other Jurisdiction of Incorporation)
(Commission File Numbers)
(I.R.S. Employer Identification Nos.)
     
905 West Boulevard North
    
Elkhart, Indiana
  
46514
(Address of Principal Executive Offices)
  
(Zip Code)


Registrant’s telephone number, including area code:           (574) 523-3800

Not Applicable
(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 (see General Instruction A.2.):

¨  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))

 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 19, 2012, the CTS Corporation (the “Company”) Board of Directors elected Kieran O’Sullivan (age 50) to serve as President and Chief Executive Officer of the Company effective January 7, 2013.  A full text of the press release dated November 19, 2012 announcing the election is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.  As further discussed in the press release, the Company’s current President and CEO, Vinod M. Khilnani, will step down from such roles, effective January 7, 2013, but will continue as a Director of the Company and its Executive Chairman until the 2013 Annual Meeting of Shareholders.  It is anticipated that Mr. O’Sullivan will be appointed to the Board of Directors as soon as practicable following his effective date.  Currently, Mr. O’Sullivan is Executive Vice President of Continental AG’s Global Infotainment and Connectivity Business and leads the NAFTA Interior Division, having joined Continental AG, a global automotive supplier, in 2006 as part of the acquisition of Motorola’s Automotive Electronics Business.  Prior to that, Mr. O’Sullivan served in various senior management roles at Motorola, Inc. since 1990, including the head of the Interior Electronics Business Unit, Corporate Vice President, and General Manager and co-leader of Motorola’s global automotive business.

The Board of Directors approved an annual salary of $630,000 for Mr. O’Sullivan.  Mr. O’Sullivan will receive a signing bonus of $370,000 and will be reimbursed for relocation expenses, pursuant to the Company’s standard relocation policy.  In addition to his base salary, Mr. O’Sullivan is eligible to receive a total target bonus of 85% of annual base salary under the CTS Corporation 2013 Management Incentive Plan and other benefits, including reimbursement up to $5,000 for financial planning services, up to $2,500 for tax preparation services and up to $2,000 for an annual physical.  Mr. O’Sullivan is also eligible to participate in a standard set of health and welfare benefits offered to employees in general.  In connection with his election as President and Chief Executive Officer, the Board of Directors intends to grant Mr. O’Sullivan 65,000 service-based restricted stock units under the terms of the CTS Corporation 2009 Omnibus Equity and Performance Incentive Plan and the Prototype Named Executive Officer Restricted Stock Unit Agreement previously filed with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K dated May 28, 2009.  The Board of Directors also intends to grant Mr. O’Sullivan 65,000 performance-based restricted stock units under the CTS Corporation 2009 Equity and Performance Incentive Plan at the same time.  The performance criteria and other terms of the performance-based restricted stock unit grant have not yet been determined.

The Company will enter into a severance agreement with Mr. O’Sullivan that becomes operative only upon a change-in-control of the Company, the form of which is filed as exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.  Generally under the terms of the severance agreement, if Mr. O’Sullivan is terminated within three years after a change in control other than for cause or on account of death or disability, he will be entitled to, among other things, (a) a lump sum payment equal to two times the sum of the greater of (i) his base salary at the time of the change-in-control and (ii) his average base salary over the three years prior to termination, plus the greater of his average incentive pay over the three years prior to the change-in-control or his target incentive pay for the year in which the change-in-control occurred and (b) in consideration of the non-compete provision contained in the severance agreement, a lump sum equal to one times the sum of the greater of (i) his base salary at the time of the change-in-control and (ii) his average base salary over the three years prior to termination, plus the greater of his average incentive pay over the three years prior to the change-in-control or his target incentive pay for the year in which the change-in-control occurred.  Mr. O’Sullivan will also be eligible to receive severance benefits under the Company’s Executive Severance Policy, which is filed as exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference, at the president and chief executive officer level.

 
 
 
 
 
Item 9.01              Financial Statements and Exhibits.

(d)  
Exhibits.
 
The following exhibits are filed with this Current Report on Form 8-K:
 
Exhibit No.                                      Exhibit Description
 
 
10.1
CTS Corporation Prototype Change in Control Agreement (incorporated by reference to Exhibit 10(x) to CTS Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 1-4639))
 
 
10.2
CTS Corporation Executive Severance Policy, effective as of September 10, 2009 (incorporated by reference to Exhibit 10(a) to CTS Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2009 (File No. 1-4639))
 
99.1                               Press Release dated November 19, 2012
 


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.


 
CTS CORPORATION



By:              s/ John R. Dudek                                                   
Name:          John R. Dudek
Title:            Vice President, General Counsel and Secretary


Date:  November 20, 2012

 
 
 

EXHIBIT INDEX

Exhibit No.                                      Exhibit Description
 
 
10.1
CTS Corporation Prototype Change in Control Agreement (incorporated by reference to Exhibit 10(x) to CTS Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 1-4639))
 
 
10.2
CTS Corporation Executive Severance Policy, effective as of September 10, 2009 (incorporated by reference to Exhibit 10(a) to CTS Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2009 (File No. 1-4639))
 
99.1                               Press Release dated November 19, 2012
 

 EX-99.1 2 ex99_1.htm EXHIBIT 99.1 11/19/2012 ex99_1.htm
newsrelease   
CTS CORPORATION  Elkhart, Indiana 46514   (574) 523-3800        
 
November 19, 2012       
FOR RELEASE:  Immediately
 
 
CTS Corporation Announces Appointment of New President and CEO
 
 
Elkhart, IN…CTS Corporation (NYSE:CTS) today announced the appointment of Kieran O’Sullivan to the position of President and Chief Executive Officer effective January 7, 2013.  Mr. O’Sullivan will succeed Vinod M. Khilnani, current Chairman and CEO, who will remain on the Board of Directors of the Corporation and continue to serve as Executive Chairman until the Annual Shareholders Meeting in 2013 and retire from CTS Corporation on December 31, 2013. Mr. Khilnani had previously announced his desire to retire and the Board had begun a succession process in March 2012.  It is anticipated that Mr. O’Sullivan will be appointed to the Board of Directors as soon as practicable following his effective date.

“We are excited to bring Kieran O’Sullivan on as CTS’ next President and CEO,” said Vinod M. Khilnani, Chairman and Chief Executive Officer.  “Kieran’s background, operational experience, executive leadership, and capabilities in bringing new technologies to global markets, make him uniquely qualified to lead CTS’ growth initiatives going forward.”

Mr. O’Sullivan, 50, brings over twenty-five years of executive leadership experience in high-growth, technology companies.  Currently, Mr. O’Sullivan is Executive Vice President of Continental AG’s Global Infotainment and Connectivity Business and leads the NAFTA Interior Division, having joined Continental AG in 2006 as part of the acquisition of Motorola’s Automotive Electronics Business.  Prior to that, Mr. O’Sullivan served in various senior management roles at Motorola, Inc. since 1990, including the head of the Interior Electronics Business Unit, Corporate Vice President and General Manager and co-leader of Motorola’s global automotive business.

Mr. O’Sullivan holds a bachelor’s degree in engineering from the University of Limerick and master of business administration degree from University College, Dublin, Ireland and diplomas in aeronautical avionics engineering and electrical engineering.
 
 
 
 
 
 
About CTS
CTS is a leading designer and manufacturer of electronic components and sensors and a provider of electronics manufacturing services (EMS) to OEMs in the automotive, communications, medical, defense and aerospace, industrial and computer markets. CTS manufactures products in North America, Europe and Asia. CTS' stock is traded on the NYSE under the ticker symbol "CTS.”  To find out more, visit the CTS Web site at www.ctscorp.com.

Safe Harbor Statement
This press release contains statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, any financial or other guidance, statements that reflect our current expectations concerning future results and events and any other statements that are not based solely on historical fact. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on various assumptions as to future events, the occurrence of which necessarily are subject to uncertainties. These forward-looking statements are made subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from those presented in the forward-looking statements, including, without limitation: changes in the economy generally and in respect to the businesses in which CTS operates; unanticipated issues in integrating acquisitions; rapid technological change; general market conditions in the automotive, communications and computer industries, as well as conditions in the industrial, defense and aerospace and medical markets; reliance on key customers; unanticipated natural or other events such as the Japan earthquake and floods in Thailand; the ability to protect our intellectual property; pricing pressures and demand for our products; and risks associated with our international operations, including trade and tariff barriers, exchange rates and political and geographical risks.  For more detailed information on the risks and uncertainties associated with CTS’ business, see the reports CTS files with the Securities and Exchange Commission available at http://www.ctscorp.com/investor_relations/investor.htm.  CTS undertakes no obligation to publicly update its forward-looking statements to reflect new information or events or circumstances that arise after the date hereof, including market or industry changes.
 
Contact:         Thomas A. Kroll, Vice President and Chief Financial Officer, or
Mitchell J. Walorski, Director of Investor Relations
CTS Corporation, 905 West Boulevard North, Elkhart, IN 46514
Telephone 574-523-3800  FAX 574-293-6146