CTS CORP
For the period ended Apr 2, 2026. Filed Apr 2, 2026.
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Apr 2, 2026 · Filed Apr 2, 2026
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Contents
Appendix
Forward-Looking Statements/Non-GAAP Financial Measures
This Proxy Statement contains statements regarding expectations of our performance or other matters that may affect our business, results of operations, or financial condition are, or may be deemed to be, “forward-looking statements” as defined by the “safe harbor” provisions in the Private Securities Litigation Reform Act of 1995. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included or incorporated in this document, including statements regarding our strategy, financial position, guidance, funding for continued operations, cash reserves, liquidity, projected costs, plans, projects, awards and contracts, and objectives of management, among others, are forward-looking statements. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “continued,” “project,” “plan,” “goals,” “opportunity,” “appeal,” “estimate,” “potential,” “predict,” “demonstrates,” “may,” “will,” “might,” “could,” “intend,” “shall,” “possible,” “would,” “approximately,” “likely,” “outlook,” “schedule,” “on track,” “poised,” “pipeline,” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are not guarantees of future performance, conditions or results. 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 (including, but not limited to, the availability and cost of rare earth elements, minerals and metals); changes in the economy generally, including inflationary and/or recessionary conditions and increased tariffs, and in respect to the business in which CTS operates; unanticipated issues in integrating acquisitions; the funding of contracts by the U.S. Government; 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; risks associated with CTS’ international operations, including trade and tariff barriers, exchange rates and political and geopolitical risks (including, without limitation, the impact of tariffs on China, Canada, Mexico, and other nations); the potential impact of U.S./China relations and the impact of the geopolitical conflicts may have on our business, results of operations and financial condition; write offs of goodwill on our balance sheet, 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 SEC. CTS undertakes no obligation to publicly update CTS’ 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 the non-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. This non-GAAP financial measure is intended to supplement, not replace, CTS’ presentation of its financial results in accordance with U.S. GAAP. References to our website or other publications are provided for convenience only. The information contained on our website or other publications, including our 2024 Sustainability Report, is not a part of this Proxy Statement or any of our other filings with the Securities and Exchange Commission
CTS 2026 Proxy Statement A-1
APPENDIX
Reconciliation of Diluted Earnings (Loss) Per Share to Adjusted Diluted Earnings Per Share
| Full Year | ||||
|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2022 | |
| Diluted earnings (loss) per share | $2.19 | $1.80 | $1.92 | $1.85 |
| Adjustments to reported diluted earnings (loss) per share: | ||||
| Restructuring charges | 0.05 | 0.15 | 0.22 | 0.06 |
| Restructuring related charges | 0.02 | 0.02 | 0.02 | — |
| Environmental charges | 0.18 | 0.05 | 0.11 | 0.09 |
| Acquisition-related costs | (0.19) | (0.01) | 0.01 | 0.08 |
| Inventory fair value step-up | — | 0.07 | — | 0.12 |
| Non-cash pension expense | — | 0.01 | — | 0.15 |
| Foreign currency loss (gain) | (0.04) | 0.09 | 0.06 | 0.15 |
| Total pretax adjustments to reported net earnings (loss) | 0.03 | 0.38 | 0.42 | 0.65 |
| Income tax effect of above adjustments | (0.02) | (0.07) | (0.07) | (0.05) |
| Total adjustments, tax affected | 0.01 | 0.31 | 0.35 | 0.60 |
| Tax adjustments: | ||||
| Increase in valuation allowances | — | — | — | — |
| Other discrete tax items | 0.03 | 0.01 | (0.05) | — |
| Total tax adjustments | 0.03 | 0.01 | (0.05) | 0.01 |
| Adjusted net earnings per share | $2.23 | $2.12 | $2.22 | $2.46 |
A-2 CTS 2026 Proxy Statement
SCAN TO VIEW MATERIALS & VOTEw CTS CORPORATIONATTN: MARK PACIONI4925 INDIANA AVENUELISLE, 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 13, 2026. 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 via e-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 by11:59 p.m. Eastern Timeon May 13, 2026. Have your proxy card in hand when you call andthen 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. CTS CORPORATIONThe Board of Directors recommends a vote FOR each of the following nominees for director: 1.Election of Directors. Nominees:ForAgainstAbstain1a.Donna M. Costello!!! 1b.Amy M. Dodrill!!! 1c.William S. Johnson!!! 1d.Kimberly B. MacKay!!! 1e.Kieran M. O'Sullivan!!! 1f.Robert A. Profusek!!! 1g.Randy L. Stone!!! 1h.Alfonso G. Zulueta!!! V87490-P48235The Board of Directors recommends a vote FOR theForAgainstAbstainfollowing proposals: 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 2026. 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.
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. V87491-P48235 CTS CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 14, 2026. The undersigned, having received the Notice of Annual Meeting and Proxy Statement, hereby appoints Kieran M. O'Sullivan and Mark Pacioni 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 20, 2026 at the Annual Meeting of Shareholders originally convened on, Thursday, May 14, 2026 at the Hotel Arista, 2139 City Gate Lane, Cyprus Room, 12th floor, 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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