DEF: Littelfuse Announces Annual Meeting of Stockholders and Director Nominees

Littelfuse, Inc. will hold its annual meeting of stockholders on April 24, 2025, to elect directors, conduct an advisory vote on executive compensation, and ratify the appointment of independent auditors.

Summary

• Littelfuse, Inc. is holding its 2025 Annual Meeting of Stockholders on April 24, 2025.
• Stockholders will vote to elect eight directors, conduct an advisory vote on executive compensation, and approve the appointment of Deloitte & Touche LLP as the company's independent auditors for the fiscal year ending December 27, 2025.
• The record date for determining stockholders eligible to vote is February 26, 2025.
• The meeting will be held virtually via live webcast.
• The proxy statement and the 2024 Annual Report are available online at www.proxyvote.com.
• The Board of Directors recommends voting for all director nominees, the advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as independent auditors.

Sentiment

Score: 6

Explanation: The document is primarily informational, outlining the agenda and procedures for the annual meeting. While it highlights some positive aspects of the company's governance and compensation practices, it also acknowledges challenges such as the decline in sales. The overall sentiment is neutral to slightly positive.

Positives

• The company provides multiple avenues for stockholders to access proxy materials and vote, including online, phone, and mail.
• The Board is actively engaged with stockholders to understand their views on business strategy, performance, and corporate governance practices.
• The company has a clawback policy in place to recover incentive-based compensation from executive officers in certain circumstances.
• The company's executive compensation program is designed to align the interests of executives with those of stockholders.
• The Board conducts an annual self-evaluation to assess its effectiveness and identify areas for improvement.

Negatives

• Full year 2024 sales declined 7% due to prolonged soft end market conditions and associated deleverage.

Risks

• The document mentions cybersecurity risks and incidents, indicating a potential ongoing threat that requires constant monitoring and mitigation.
• The company's performance is subject to market conditions, as evidenced by the 7% decline in sales due to soft end market conditions.
• The company's ability to achieve its financial goals is dependent on the performance of its base business operations.
• The company's executive compensation program is subject to regulatory scrutiny and may be impacted by changes in accounting and tax laws.

Future Outlook

The company expects to continue deriving benefits from its comprehensive approach to stockholder outreach and engagement.

Management Comments

• The Compensation Committee continually reviews the compensation programs for our NEOs to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders interests and current market practices.
• We believe that our compensation programs align the compensation of our executives with the interests of our stockholders while managing compensation risk, including through stock ownership guidelines, an independent Compensation Committee and the use of an independent compensation consultant.

Industry Context

The document benchmarks executive compensation against a peer group of 19 publicly traded companies in the electronic equipment, electronic components and equipment, and semiconductor/semiconductor equipment and manufacturing industries.

Comparison to Industry Standards

• The document benchmarks executive compensation against a peer group including Advanced Energy Industries, Ametek, Belden, Cirrus Logic, Coherent Corp, Diodes Incorporated, Gentex Corporation, Gentherm, Hubbell Incorporated, Knowles Corp, Methode Electronics, ON Semiconductor Corporation, OSI Systems, Qorvo, Inc., Rogers Corp, Sensata Technologies Holding PLC, Synaptics Inc, TTM Technologies, Inc., and Visteon.
• The total compensation for our NEOs is generally targeted at the 50th percentile of the competitive market data.

Management Changes

Related Party Transactions

• The Company owns approximately 24% of the outstanding common shares of Automated Technology (Phil.), Inc. (ATEC), a supplier located in the Philippines that provides assembly and test services.
• For the year ended December 28, 2024, ATEC rendered assembly and test services to the Company totaling approximately $5.7 million.
• Kristina A. Cerniglia serves as Chief Executive Officer for Briggs & Stratton Corporation (Briggs & Stratton).
• For the year ended December 28, 2024, the Company sold products totaling approximately $317,000 to Briggs & Stratton.

Stakeholder Impact

• Stockholders are being asked to vote on key matters related to the company's governance and executive compensation.
• The company's performance and compensation practices impact its employees, particularly the executive officers.
• The company's sustainability program and ethical standards affect its relationships with customers, partners, and the communities in which it operates.

Next Steps

• Stockholders are encouraged to review the proxy materials and vote their shares.
• The company will announce the preliminary voting results at the Annual Meeting and report the final results on a Form 8-K.

Key Dates