CTS CORP
For the period ended May 9, 2024. Filed Mar 29, 2024.
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May 9, 2024 · Filed Mar 29, 2024
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Contents
Appendix
Forward-Looking Statements/Non-GAAP Financial Measures
This Proxy Statement 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. Forward-looking statements are based on management’s expectations, certain assumptions and currently available information. 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 certain risks, uncertainties and other factors, which could cause CTS’ actual results, performance or achievements to differ materially from those presented in the forward-looking statements. Examples of factors that may affect future operating results and financial condition include, but are not limited to: supply chain disruptions; changes in the economy generally, including inflationary and/or recessionary conditions, and in respect to the business in which CTS operates; unanticipated issues in integrating acquisitions; the results of actions to reposition CTS’ business; rapid technological change; general market conditions in the transportation, as well as conditions in the industrial, aerospace and defense, and medical markets; reliance on key customers; unanticipated public health crises, natural disasters or other events; environmental compliance and remediation expenses; the ability to protect CTS’ intellectual property; pricing pressures and demand for CTS’ products; and risks associated with CTS’ international operations, including trade and tariff barriers, exchange rates and political and geopolitical risks (including, without limitation, the potential impact U.S./China relations and the conflict between Russia and Ukraine may have on our business, results of operations and financial condition); the amount and timing of any share repurchases; and the effect of any cybersecurity incidents on our business. Many of these, and other risks and uncertainties, are discussed in further detail in Item 1A. of CTS’ most recent Annual Report on Form 10-K and other filings made with the Securities and Exchange Commission. 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.
The information included in this Proxy Statement includes thenon-GAAP financial measure of adjusted diluted EPS. CTS believes that adjusted diluted EPS provides useful information to investors regarding its operational performance because it enhances an investor’s overall understanding of CTS’ core financial performance and facilitates comparisons to historical results of operations, by excluding items that are not related directly to the underlying performance of CTS’ fundamental business operations or were not part of CTS’ business operations during a comparable period. In addition, CTS’ management uses this measure, as well as others, when assessing the performance of the business and for business planning purposes. Thisnon-GAAP financial measure is intended to supplement, not replace, CTS’ presentation of its financial results in accordance with U.S. GAAP.
| CTS 2024 Proxy Statement | A-1 |
APPENDIX
Reconciliation of Diluted Earnings (Loss) Per Share to Adjusted Diluted Earnings Per Share
| Full Year | |||||
|---|---|---|---|---|---|
| 2023 · 2022 · 2021 · 2020 | |||||
| Diluted earnings (loss) per share | $1.92 | $1.85 | ($ | 1.30) | $1.06 |
| Adjustments to reported diluted earnings (loss) per share: | |||||
| Restructuring charges | 0.22 | 0.06 | 0.06 | 0.06 | |
| Restructuring related charges | 0.02 | — | — | — | |
| Environmental charges | 0.11 | 0.09 | 0.07 | 0.08 | |
| Acquisition-related costs | 0.01 | 0.08 | — | — | |
| Inventory fair value step-up | — | 0.12 | — | — | |
| Non-cash pension expense | — | 0.15 | 4.10 | 0.08 | |
| Foreign currency loss (gain) | 0.06 | 0.15 | 0.10 | (0.16) | |
| Total pretax adjustments to reported net earnings (loss) | 0.42 | 0.65 | 4.33 | 0.07 | |
| Income tax effect of above adjustments | (0.07) | (0.05) | (0.99) | (0.05) | |
| Total adjustments, tax affected | 0.35 | 0.60 | 3.34 | 0.02 | |
| Tax adjustments: | |||||
| Increase in valuation allowances | — | — | 0.03 | — | |
| Other discrete tax items | (0.05) | — | (0.14) | 0.04 | |
| Total tax adjustments | (0.05) | 0.01 | (0.11) | 0.04 | |
| Adjusted net earnings per share | $2.22 | $2.46 | $1.93 | 1.12 | |
| A-2 | CTS 2024 Proxy Statement |
|---|
SCAN TO VIEW MATERIALS & VOTE CTS CORPORATION ATTN: SCOTT D’ANGELO 4925 INDIANA AVENUE LISLE, IL 60532 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 8, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 8, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V33542-P00677 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. CTS CORPORATION The Board of Directors recommends a vote FOR each of the following nominees for director: 1. Election of Directors Nominees: For Against Abstain 1a. D. M. Costello 1b. A. M. Dodrill 1c. W. S. Johnson 1d. K. M. O’Sullivan 1e. R. A. Profusek 1f. R. Stone 1g. A. G. Zulueta The Board of Directors recommends a vote FOR the following proposal: 2. Approval, on an advisory basis, of the compensation of CTS’ named executive officers. The Board of Directors recommends a vote FOR the following proposal: For Against Abstain 3. Ratification of the appointment of Grant Thornton LLP as CTS’ independent auditor for 2024. NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. V33543-P00677 CTS CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 9, 2024. The undersigned, having received the Notice of Annual Meeting and Proxy Statement, hereby appoints Kieran M. O’Sullivan and Scott D’Angelo as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse, all shares of Common Stock of CTS Corporation held of record by the undersigned on March 15, 2024 at the Annual Meeting of Shareholders originally convened on, Thursday, May 9, 2024 at the Hotel Arista, 2139 City Gate Lane, Naperville, Illinois 60563 at 9:30 a.m. Central Time, and at any adjournment thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side
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