DEFA14A: Additional definitive proxy soliciting materials and Rule 14(a)(12) material
Published on March 16, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |||
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
| ☐ | Definitive Proxy Statement | |||
| ☒ | Definitive Additional Materials | |||
| ☐ | Soliciting Material pursuant to § 240.14a-12 | |||
| TTM TECHNOLOGIES, INC. | ||||
| (Name of Registrant as Specified in its Charter) | ||||
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | ||||
| Payment of Filing Fee (Check the appropriate box): | ||||
| ☒ | No fee required. | |||
| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||
Important Notice of Availability of Proxy Materials for the Stockholder Meeting of
TTM TECHNOLOGIES, INC.
To Be Held On:
May 10, 2023 at 8:30 a.m. Pacific Time
virtually at https://web.lumiagm.com/208900745 (password: ttm2023)
|
COMPANY NUMBER |
|
|||||||
|
ACCOUNT NUMBER |
||||||||
|
CONTROL NUMBER |
||||||||
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before April 26, 2023.
Please visit https://investors.ttm.com/news-events/annual-stockholders-meeting, where the following materials are available for view:
• Notice of Annual Meeting of Stockholders |
||||
• Proxy Statement |
||||
• Annual Report |
||||
| TO REQUEST MATERIAL: | TELEPHONE: 888-Proxy-NA (888-776-9962) or 718-921-8562 (for international callers) | |||
| E-MAIL: info@astfinancial.com | ||||
| WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials | ||||
| TO VOTE: |
|
ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
VIRTUALLY AT THE MEETING: The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet, please visit https://web.lumiagm.com/208900745 (password: ttm2023) and be sure to have your control number available.
MAIL: You may request a proxy card by following the instructions above. |
||
1. To directors. elect Kenton K. Alder, Julie S. England and Philip G. Franklin as class II |
2. To approve the TTM Technologies, Inc. 2023 Incentive Compensation Plan. |
|
|
NOMINEES: |
||
|
Kenton K. Alder Julie S. England Philip G. Franklin |
3. To approve, on an advisory basis, the compensation of our named executive officers. |
|
4. The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 1, 2024. |
||
|
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES AND “FOR” PROPOSALS 2, 3 AND 4. |
||
| Please note that you cannot use this notice to vote by mail. | ||
ANNUAL MEETING OF STOCKHOLDERS OF
TTM TECHNOLOGIES, INC.
May 10, 2023
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS:
The Notice of Meeting, Proxy Statement, and Annual Report
are available at https://investors.ttm.com/news-events/annual-stockholders-meeting
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
|
|
20330303000000000000 | 7 | 051023 |
|
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES AND “FOR” PROPOSALS 2, 3 AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒ |
|
FOR |
AGAINST |
ABSTAIN |
||||||||||||||
1. To elect Kenton K. Alder, Julie S. England and Philip G. Franklin as class II directors. |
2. To approve the TTM Technologies, Inc. 2023 Incentive Compensation Plan. |
☐ | ☐ | ☐ | ||||||||||||
| NOMINEES: | ||||||||||||||||
| ☐ |
FOR ALL NOMINEES |
|
Kenton K. Alder Julie S. England Philip G. Franklin |
FOR | AGAINST | ABSTAIN | ||||||||||
| ☐ |
WITHHOLD AUTHORITY FOR ALL NOMINEES |
3. To approve, on an advisory basis, the compensation of our named executive officers. |
☐ | ☐ | ☐ | |||||||||||
| FOR | AGAINST | ABSTAIN | ||||||||||||||
| ☐ |
FOR ALL EXCEPT (See instructions below) |
4. The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 1, 2024. |
☐ | ☐ | ☐ | |||||||||||
|
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:
|
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF THE DIRECTOR NOMINEES AND “FOR” PROPOSALS 2, 3 AND 4, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. | |||||||||||||||
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ | |||||||||||||||
| Signature of Stockholder | Date: | Signature of Stockholder | Date: | |||||||||||
|
|
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
|
||||||||||||