The Board is soliciting proxies for use at the Company’s Annual Meeting to be held on May 9, 2024.
The following summary highlights certain information contained in this Proxy Statement. This summary does not contain all of the information that you should consider when casting your vote. Please review the entire Proxy Statement carefully before voting. For more information on the Company’s 2023 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Annual Meeting
| Date | Time | Location | Record Date |
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| May 9, 2024 | 9:30 a.m. Central Time | Hotel Arista 2139 City Gate Lane Naperville, Illinois 60563 | March 15, 2024 |
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Proposals and Voting Recommendations
Only CTS shareholders of record at the close of business on March 15, 2024, may vote at this meeting or any adjournments that may take place. At the meeting, shareholders are being asked to vote on the following items:
| 1 | Election of seven directors for a one-year term | | 2 | Approval, on an advisory basis, of the compensation of CTS’ named executive officers | | 3 | Ratification of the appointment of Grant Thornton LLP as CTS’ independent auditor for 2024 |
| Board Vote Recommendation | | Board Vote Recommendation | | Board Vote Recommendation | |
| ✓ | FOR | | ✓ | FOR | | ✓ | FOR |
| Page 4 | | Page 24 | | Page 53 | |
| 2 | CTS 2024 Proxy Statement |
Governance Highlights
| ● | Annual Election of Directors |
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| ● | Majority Voting Standard for Uncontested Director Elections and Director Resignation Policy |
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| ● | All Directors are Independent except for the Chair |
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| ● | Diverse and Highly Skilled Board that Provides a Range of Viewpoints |
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| ● | Independent Audit, Compensation and Talent and Nominating, Governance and Sustainability Committees |
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| ● | Executive Sessions of Independent Directors after each Board Meeting led by the Lead Independent Director |
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| ● | Annual “Say-on-Pay” Advisory Vote |
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| ● | Anti-Hedging/Anti-Pledging Policy for Directors, Officers and Certain Employees |
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Director Nominees
| Nominee · Age** · Director Since · Independent · Other Public Boards · Committee Memberships |
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| A · C&T · NG&S · T&T |
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| Donna M. Costello | 50 | 2021 | ✓ | 1 | Chair | ✓ | |
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| Amy M. Dodrill | 51 | 2024 | ✓ | 1 | | ✓ | ✓ |
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| William S. Johnson | 67 | 2015 | ✓ | — | ✓ | Chair | | ✓ |
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| Kieran M. O’Sullivan* | 61 | 2013 | | 1 | | Chair |
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| Robert A. Profusek+ | 73 | 1998 | ✓ | 2 | | ✓ | Chair | |
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| Randy L. Stone | 57 | 2023 | ✓ | — | | ✓ | ✓ |
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| Alfonso G. Zulueta | 61 | 2018 | ✓ | — | ✓ | | ✓ | |
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| A | Audit |
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| C&T | Compensation and Talent |
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| NG&S | Nominating, Governance and Sustainability |
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| T&T | Technology and Transactions |
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| + | Lead Independent Director |
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| * | Chairman of the Board |
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| ** | As of December 31, 2023 |
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| CTS 2024 Proxy Statement | 3 |
