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:
99.1 Press Release, dated January 27, 2020--------------------------------------------------------------------------------
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