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TTM TECHNOLOGIES INC

For the period ended May 8, 2024. Filed Mar 15, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 8, 2024 · Filed Mar 15, 2024

TTMI$66.51+6.9%Stored close · as of Nov 6, 2026
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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

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☒Definitive Proxy Statement
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TTM Technologies 2024 Annual Meeting Proxy Statement May 8, 2024 Inspiring innovation

Proxy Statement Summary

This summary highlights information generally contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting your shares. For more complete information regarding the Company’s 2023 performance, please review the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2024, which we refer to in this proxy statement as the 2023 Form 10-K.

Annual Meeting Information

Date & TimeLocationRecord Date
Wednesday, May 8, 2024The URL address is:Record holders as of
8:30 a.m. Pacific Timehttps://web.lumiagm.com/208900745 Password: ttm2024March 13, 2024 are entitled to Notice of, and to vote at, the Annual Meeting

Summary of Matters to be Voted Upon at the Annual Meeting

Proposal No.Description ofProposalsRequired Votefor ApprovalTTM Board’s Recommendation
1To elect Rex D. Geveden, Pamela B. Jackson and John G. Mayer to serve as class III directorsFor more information, see page 6For each director, a plurality of the votes castFOR✓Each Nominee
2To approve an amendment of our certificate of incorporation to provide for the exculpation of officersFor more information, see page 62Majority of the outstanding shares entitled to vote on the proposalFOR✓
3To approve an amendment of our certificate of incorporation to provide that stockholders may remove any or all directors with or without causeFor more information, see page 6480% of the outstanding shares entitled to vote on the proposalFOR✓
4To approve an amendment of our certificate of incorporation to eliminate the requirement that certain amendments thereto be approved by at least 80% of the outstanding shares80% of the outstanding shares entitled to vote on the proposalFOR✓
5To approve amendments of our bylaws arising from the Special Board Resolution adopted by the Board of DirectorsFor more information, see page 6780% of shares entitled to vote on the proposalFOR✓
TTM TECHNOLOGIES, INC.i
6To approve amendments of our bylaws to provide (a) modifications to the advance notice requirements applicable to director nominations submitted by stockholders, (b) a majority approval standard for uncontested elections of directors, (c) that stockholders may remove directors with or without cause, and (d) miscellaneous amendments to our bylaws80% of shares entitled to vote on the proposalFOR✓
7To approve an amendment of our bylaws to eliminate the requirement that certain amendments thereto be approved by at least 80% of the shares entitled to voteFor more information, see page 7280% of shares entitled to vote on the proposalFOR✓
8To approve on an advisory, non binding basis, the compensation of our named executive officersMajority of shares present in person or represented by proxy and entitled to vote on the proposalFOR✓
9To ratify the appointment of KPMG LLP as the independent registered public accounting firmMajority of shares present in person or represented by proxy and entitled to vote on the proposalFOR✓
TTM TECHNOLOGIES, INC.ii

About TTM

TTM Technologies, Inc. (“TTM”) is a leading global manufacturer of technology solutions, including mission systems, radio frequency (“RF”) components/RF microwave/microelectronic assemblies, quick-turn and technologically advanced printed circuit boards (“PCBs"). 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. We strive to provide customers with market leading, differentiated solutions and an extraordinary customer experience. We are a leading competitor in the PCB industry, with significant market presence in each of our end market segments. TTM also designs and develops engineered systems, RF components and sub-assemblies using our own engineering talent and intellectual property.

TTM generated approximately $2.2B revenue in fiscal year 2023. We currently operate a total of 24 specialized manufacturing facilities in North America and Asia. TTM continues to focus on growing faster than the industry as a whole in those submarkets that are strategic to TTM’s business model. TTM has established a global, customer-focused organization within each business unit chartered to become experts in their markets, strengthen existing customer relationships and develop new customers in growing areas of each market.

TTM has operational and engineering teams that have helped deliver solid financial results and have established a focus on developing leading edge technology positions, integrated supply chain management and burgeoning best practice sharing which form the foundation for future margin improvement.

Our Vision

Inspire innovation as a global preeminent technology solutions company.

Our Mission

Provide customers with market leading, differentiated solutions and an extraordinary customer experience.

Our Strategy

TTM’s intention is to be opportunistic and to align with strategic customers in an industry projecting moderate growth and increasing competition. Our strategy is to provide value primarily through intense focus in four areas:

Investment•Enhance TTM’s overall value proposition to our customers with disciplined investment in differentiated capabilities and business processes
Performance•Lead our industry in customer experience, operational and engineering excellence and financial performance
Appeal•Improve and communicate the elements that make TTM a desirable employer; attract, retain and develop outstanding talent
Values•Integrity, Teamwork, Clear Communication, Performance Excellence

The foundation of TTM’s strategic vision is its corporate culture and our values which emphasize integrity, teamwork, clear communication, and performance excellence. We encourage our employees to always do the right thing and we demonstrate the importance we place on these values by, among other things, providing ethics training to our employees every year.

TTM TECHNOLOGIES, INC.iii

200 East Sandpointe, Suite 400

Santa Ana, CA 92707

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2024

The 2024 annual meeting of stockholders of TTM Technologies, Inc. will be held at 8:30 a.m., Pacific Time, via video conference accessed through the URL address https://web.lumiagm.com/208900745:

to elect three class III directors, consisting of Rex D. Geveden, Pamela B. Jackson and John G. Mayer, to serve a term expiring in 2027;

to approve an amendment of our certificate of incorporation to provide for the exculpation of officers as permitted by Delaware law;

to approve an amendment of our certificate of incorporation to provide that stockholders may remove any or all directors, with or without cause, as permitted by Delaware law;

to approve an amendment of our certificate of incorporation toeliminate the requirement that certain amendments thereto be approved by at least 80% of the outstanding shares of all capital stock;

to approve amendments of our bylaws arising from the Special Board Resolution adopted by the Board of Directors in February 2023

to approve amendments of our bylaws to provide (a) modifications to the advance notice requirements applicable to director nominations submitted by stockholders, (b) a majority approval standard for uncontested elections of directors, (c) that stockholders may remove any or all directors, with or without cause, and (d)miscellaneous amendments to our bylaws;

to approve an amendment of our bylaws toeliminate the requirement that certain amendments thereto be approved by at least 80% of the shares entitled to vote upon such amendment;

to hold an advisory, non-binding vote, on the compensation of our named executive officers;

to ratify the appointment of KPMG LLP as the independent registered public accounting firm for TTM Technologies, Inc. for the fiscal year ending December 30, 2024; and

to consider any other matters that properly come before the meeting and any postponement or adjournment thereof.

We are pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this e-proxy process expedites stockholders’ receipt of proxy materials, saves us the cost of printing and mailing these materials, and reduces the environmental impact of our annual meeting by conserving natural resources.

Stockholders of record as of the close of business on March 13, 2024 are entitled to notice of, and to vote at, the annual meeting and any postponement or adjournment thereof. Whether or not you expect to participate in our annual meeting, please vote your shares via the Internet by following the instructions in this proxy statement. If you received a paper copy of this proxy statement you may also vote by signing, dating, and returning the enclosed proxy card in the enclosed pre-addressed envelope. No postage is required if mailed in the United States.

By Order of the Board of Directors
Santa Ana, California
March 15, 2024Daniel J. Weber, Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON MAY 8, 2024

The proxy statement and annual report to stockholders and the means to vote via the Internet are available at https://investors.ttm.com/news-events/annual-stockholders-meeting. Your Vote is Important— Please vote as promptly as possible by using the Internet or by signing, dating, and returning the proxy card if you received a paper copy of this proxy statement.

All stockholders are invited to attend the annual meeting. Stockholders who vote their proxy online or by executing a proxy card may nevertheless attend the meeting, revoke their proxy, and vote their shares at the meeting.

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