Document
false0000889331LITTELFUSE INC /DE 0000889331 2020-01-24 2020-01-24


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20579
 
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report: January 24, 2020
(Date of earliest event reported)
 
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-20388
36-3795742
(State of other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
8755 W. Higgins Road, Suite 500, Chicago, IL 60631
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (773) 628-1000
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of exchange on which registered
Common Stock, par value $0.01 per share
 
LFUS
 
NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.













Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On January 24, 2020, the Board of Directors (the “Board”) of Littelfuse, Inc. (the “Corporation”) increased the number of members of the Board from nine to ten and appointed Ms. Maria C. Green to the Board to fill the resulting vacancy, effective February 1, 2020. No committee assignment for Ms. Green had been determined as of the filing of this Current Report on Form 8-K.
 
Ms. Green will hold office until her successor is duly elected and qualified or upon her earlier death, resignation or removal. There is no arrangement or understanding between Ms. Green and any other person pursuant to which Ms. Green was appointed as a director. Ms. Green has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. The Board has determined that Ms. Green is an independent director under the listing standards of the Nasdaq Stock Market.

Ms. Green, 67, served as the Senior Vice President and General Counsel of Ingersoll Rand Plc (NYSE:IR), a diversified manufacturing company, from 2015 until her retirement in June 2019. Prior to that, she served in various capacities at Illinois Tool Works (NYSE:ITW), a producer of engineered fasteners and components, equipment and consumable systems and specialty products, from 1997 to 2015, most recently as Senior Vice President, General Counsel and Secretary. Ms. Green has served on the boards of directors of Tennant Company (NYSE:TNC) since March 2019 and Wisconsin Energy Group (NYSE:WEC) since July 2019.

As a non-employee director, Ms. Green will receive compensation in accordance with the Corporation’s non-employee director compensation practices, which are described in the Corporation’s definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2019.

Item 8.01
Other Events.

On January 27, 2020, Littelfuse issued a press release announcing the appointment of Ms. Green to serve as a director of the Corporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
 
The following exhibit is furnished with this Form 8-K:
 

 









SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
 
 
LITTELFUSE, INC.
 
 
Date: January 27, 2020
By: /s/ Ryan K. Stafford
 
Ryan K. Stafford
Executive Vice President, Chief Legal and Human Resources Officer and Corporate Secretary






EXHIBIT INDEX

Exhibit No.
 
Description
99.1
 
101
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104
 
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.



Exhibit
EXHIBIT 99.1

https://cdn.kscope.io/e1c126dd67d75f27fdc1b85b5dbd9036-lfuslogo2.jpg
https://cdn.kscope.io/e1c126dd67d75f27fdc1b85b5dbd9036-lfuselogo1.jpg
NEWS RELEASE
Littelfuse Inc.
8755 West Higgins Road, Suite 500
Chicago, Illinois 60631
p: (773) 628-1000 f: (773) 628-0802
www.littelfuse.com

Littelfuse Appoints Maria C. Green to Board of Directors

CHICAGO, Monday, January 27, 2020 - Littelfuse, Inc. (NASDAQ: LFUS), a global manufacturer of leading technologies in circuit protection, power control and sensing, announced today the appointment of Maria C. Green, retired Senior Vice President and General Counsel of Ingersoll-Rand plc (NYSE: IR), to the company’s board of directors, effective February 1, 2020.

“Maria is a seasoned global public company leader with extensive law and business experience across our end markets,” said Dave Heinzmann, Littelfuse Chief Executive Officer. “Her comprehensive skills, including strategic planning, acquisitions and enterprise risk management, will complement the Littelfuse board and help shape the future of our company’s growth strategy.”

“Maria’s appointment further diversifies our board’s talent and background and we look forward to her leadership and contributions in the years to come,” said Gordon Hunter, Littelfuse Chairman of the Board of Directors.

Green, 67, joined Ingersoll-Rand, a diversified global industrial company with leading mission-critical flow creation and industrial technologies, as Senior Vice President and General Counsel in 2015. Before joining Ingersoll-Rand, she spent 18 years serving in a variety of leadership roles at Illinois Tool Works (NYSE: ITW), most recently as Senior Vice President, General Counsel and Secretary. Green also serves on the Board of Directors of Wisconsin Energy Group (NYSE: WEC) and Tennant Company (NYSE: TNC). Green holds a BA in Sociology and Economics from the University of Pennsylvania and JD from Boston University School of Law.

About Littelfuse
Littelfuse (NASDAQ: LFUS) is a global manufacturer of leading technologies in circuit protection, power control and sensing. Serving over 100,000 end customers, our products are found in automotive and commercial vehicles, industrial applications, data and telecommunications, medical devices, consumer electronics and appliances. Our 11,000 worldwide associates partner with customers to design, manufacture and deliver innovative, high-quality solutions, for a safer, greener and increasingly connected world - everywhere, every day. Learn more at Littelfuse.com.

CONTACT:
Trisha Tuntland
Head of Investor Relations
(773) 628-2163
LFUS-F