Littelfuse Annual Meeting: Directors Reelected, Say-on-Pay Approved, Deloitte Ratified as Auditor

Key Points

• All eight directors were reelected to one-year terms after a preliminary majority vote, and the meeting was properly constituted with more than 90% of shares represented.
• A majority of stockholders approved the advisory say-on-pay vote on the company’s executive compensation, adopting the board’s recommendation.
• Stockholders ratified Deloitte & Touche as Littelfuse’s independent auditor for fiscal 2026, with exact vote totals to be filed in the inspector’s certificate and reported in a Form 8-K within four business days.

Littelfuse NASDAQ: LFUS held its 2026 annual meeting of stockholders virtually, with President and CEO Greg Henderson calling the meeting to order and outlining the formal business presented in the company’s proxy statement.

Henderson said stockholders attended via a web portal and were able to submit questions electronically following the formal agenda, with a request that participants limit themselves to two questions. Board members attending virtually included Gordon Hunter, Christina Cerniglia, TJ Chung, Gayla Deli, Maria Green, Anthony Grillo, William Noglows, and Holly Paper.

Notice, quorum, and meeting procedures

Henderson reported that Ryan Stafford, the company’s corporate secretary, confirmed the notice of internet availability of proxy materials was mailed on March 12, 2026, to stockholders of record as of Feb. 25, 2026. Henderson said the notice complied with the company’s bylaws and Delaware law, and that an affidavit from Broadridge Financial Solutions regarding the mailing would be filed with the meeting records. He also said a complete list of stockholders as of the record date had been on file for the prior 10 days and available for inspection.

Beth W. Vanderbeck of Broadridge Financial Solutions was appointed inspector of elections, Henderson said, adding that she was present virtually and had executed an oath of office to be filed with the meeting records. Vanderbeck informed the company that more than 90% of shares entitled to vote were represented at the meeting in person or by proxy. Based on that representation and proper notice, Henderson declared the meeting properly constituted to conduct business.

Items of business presented to stockholders

Henderson then reviewed three proposals that were described in detail in the proxy statement, noting that stockholders would have an opportunity to ask questions after the proposals were presented. The board recommended approval of each item.

• Election of directors: Stockholders voted on eight director nominees to serve one-year terms expiring at the 2027 annual meeting and until successors are elected and qualified. The nominees were Kristina Cerniglia, TJ Chung, Maria Green, Anthony Grillo, Greg Henderson, Gordon Hunter, William Noglows, and Holly B. Paeper.
• Advisory vote on executive compensation: Stockholders were asked to approve, on an advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement’s compensation discussion and analysis, tables, and narrative.
• Auditor ratification: Stockholders voted on the approval and ratification of Deloitte & Touche, appointed by the audit committee, as independent auditors for the company’s consolidated financial statements for the 2026 fiscal year ending Dec. 26, 2026.

Henderson said Mindy Ponton of Deloitte & Touche was available by teleconference to respond to questions submitted through the web portal. No questions were submitted regarding the proposals during the meeting, he said.

Voting results and planned disclosure

After opening and closing the polls through the web portal, Henderson provided preliminary results based on information from the inspector of elections. He said that, pending final tabulation, each of the eight director nominees received a majority of votes cast. He also said a majority of shares represented in person or by proxy voted to approve the advisory executive compensation proposal and to ratify Deloitte & Touche as the company’s independent auditor for fiscal 2026.

Henderson said the exact vote totals “will be reflected in Ms. Vanderbeck’s Inspector of Elections certificate,” which will be filed with the meeting records, and will also be reported in final vote results in a Form 8-K to be filed within four business days.

He then formally declared the outcomes: all eight nominees were reelected as directors, the advisory executive compensation resolution was adopted, and the appointment of Deloitte & Touche as independent auditors for fiscal 2026 was approved and ratified.

Board departure noted before adjournment

Before adjourning the meeting, Henderson recognized the departure of Gayla Delly, who had served on the Littelfuse board since 2023. “For the past three years, Gayla Delly’s leadership and counsel have guided Littelfuse and driven significant value for our shareholders,” Henderson said, thanking her for her service and wishing her well.

With no additional items of business raised through the web portal, Henderson adjourned the annual meeting.

About Littelfuse NASDAQ: LFUS

Littelfuse, Inc is a global manufacturer of circuit protection, power control, and sensing technologies. Founded in 1927 and headquartered in Chicago, Illinois, the company develops and produces a broad range of products designed to safeguard electrical and electronic systems across a variety of end markets. Littelfuse's offerings include fuses, semiconductors, relays, and sensors, all engineered to protect against overcurrent, overvoltage, and thermal events in demanding applications.

The company's product portfolio is organized into key segments such as Automotive, Industrial & Electronics, and Power & Sensor.

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