8-K
TTM TECHNOLOGIES INC false 0001116942 0001116942 2019-08-18 2019-08-18

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 19, 2019 (August 18, 2019)

 

TTM TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

0-31285

 

91-1033443

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

     

200 East Sandpointe, Suite 400, Santa Ana, California

 

92707

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code (714) 327-3000

(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:

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(s)

 

Name of each exchange

on which registered

Common Stock

 

TTMI

 

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

On August 18, 2019 Brian Barber notified TTM Technologies, Inc. (the “Company”) of his decision to retire as the Company’s Executive Vice President and Chief Operating Officer effective January 1, 2020.

On August 18, 2019, Philip T. Titterton, an Executive Vice President and the current President of the Aerospace & Defense / Specialty Business Unit, was appointed as the Company’s Chief Operating Officer effective January 1, 2020.

There is no arrangement or understanding between Mr. Titterton and any other person pursuant to which he was selected as an executive officer. There are no family relationships between Mr. Titterton and any director or executive officer of the Company. There are no transactions between the Company and Mr. Titterton that would be reportable under Item 404(a) of Regulation S-K of the rules and regulations of the SEC. In addition, there are no changes to Mr. Titterton’s compensation in connection with his appointment. Mr. Titterton remains subject to the Executive Change in Control Severance Agreement, the form of which was previously filed as Exhibit 10.4 in the Company’s Form 10-Q on May 5, 2015.

Philip Titterton

Philip Titterton, 54, has most recently served as the Company’s Executive Vice President and the President of the Aerospace & Defense / Specialty Business Unit. Prior to that, Mr. Titterton served as Chief Operating Officer of the Company’s North America Business Unit, and from 2006 to 2014 held many leadership roles including Vice President Operations of the Company’s North America Business Unit, Vice President of the Aerospace and Defense Operations, as well as General Manager of the Company’s Stafford Division. He also held positions as Vice President of Operations and General Manager for Tyco Electronics Printed Circuit Group from 1992 to 2006 before they were acquired by the Company. Mr. Titterton began his career in 1987 as an Operations Manager at Proctor and Gamble, followed by an Operations Consulting role at Coopers & Lybrand based out of NYC. Mr. Titterton holds a Bachelor’s Degree in Electrical Engineering from Lehigh University.

A copy of the press release announcing Mr. Barber’s retirement and Mr. Titterton’s appointment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

    No.    

   

Description

         
 

99.1

   

Press Release dated August 18, 2019

         
 

Exhibit 104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2


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 hereunto duly authorized.

 

 

 

TTM TECHNOLOGIES, INC.

             

Date: August 19, 2019

 

 

 

/s/ Daniel J. Weber

 

 

By:

 

Daniel J. Weber

 

 

 

Senior Vice President, General Counsel and Secretary

3

EX-99.1

Exhibit 99.1

 

TTM Technologies, Inc.    

Contact:

Sameer Desai,

Senior Director, Corporate

Development & Investor Relations

sameer.desai@ttmtech.com

714-327-3050

TTM Technologies, Inc. Announces Executive Transition

Santa Ana, CA – August 18, 2019 - TTM Technologies, Inc. (NASDAQ: TTMI), a leading global printed circuit board (“PCB”) and radio frequency (“RF”) components manufacturer, today announced that Catherine Gridley (“Cathie”) will be joining the TTM executive team on September 3rd as incoming Senior Vice President and President of the Aerospace and Defense/Specialty (“A&D”) Business Unit (“BU”), and will formally assume the A&D leadership role on January 1st, 2020.

Cathie joins TTM most recently from Northrup Grumman Corporation (“NGC”) where she was the Vice President and General Manager of their Advanced Defense Services Division leading more than 5,000 employees worldwide. Prior to her time at NGC, she held P&L leadership positions with DynCorp International, GE Aviation Systems and Goodrich. Cathie earned her Bachelor of Science in Accounting from Ithaca College and Masters in Business Administration from Binghamton University.

Phil Titterton, currently TTM’s Executive Vice President and President of the A&D BU will transition to Executive Vice President and Chief Operating Officer (“COO”). He will be assuming this responsibility on January 1st 2020. Brian Barber, currently Executive Vice President and COO will transition to an advisory role on January 1, 2020, reporting to Tom Edman with plans to retire on August 31st, 2020.

Tom Edman, CEO of TTM, commented “I am excited to welcome Cathie to the TTM team. Her depth and breadth of experience will be a tremendous asset to TTM’s solid position as a key supplier to the A&D electronics industry. Cathie’s hiring puts TTM in a position to further advance our engineering and manufacturing capabilities in support of our customers.”

“I am grateful for Brian’s service to TTM and its predecessor companies over the past 20 years, as he has driven a culture of continuous improvement and operational excellence throughout our 29 manufacturing facilities. I am confident that Phil will ably build on this legacy in driving optimal performance on behalf of our customers” Edman further commented.

About TTM

TTM Technologies, Inc. is a leading global printed circuit board manufacturer, focusing on quick-turn and technologically advanced PCBs, backplane assemblies and electro-mechanical solutions as well as a global designer and manufacturer of RF and microwave components and assemblies. TTM stands for time-to-market, representing how TTM’s time-critical, one-stop manufacturing services enable customers to shorten the time required to develop new products and bring them to market. Additional information can be found at www.ttm.com.

Forward-Looking Statements

This release contains forward-looking statements that relate to future events or performance. TTM cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect TTM’s current expectations, and TTM does not undertake to update or revise these forward looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other TTM statements will not be realized. Further, these statements involve risks and uncertainties, many of which are beyond TTM’s control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties


TTM Technologies, Inc.    

Contact:

Sameer Desai,

Senior Director, Corporate

Development & Investor Relations

sameer.desai@ttmtech.com

714-327-3050

 

include, but are not limited to, general market and economic conditions, including interest rates, currency exchange rates and consumer spending, demand for TTM’s products, market pressures on prices of TTM’s products, warranty claims, changes in product mix, contemplated significant capital expenditures and related financing requirements, TTM’s dependence upon a small number of customers and other factors set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the SEC.