cts-def14a_20210513.htm

DEF 14A 1 cts-def14a_20210513.htm DEF 14A cts-def14a_20210513.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

CTS CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Date Filed:

April 1, 2021


	Dear CTS Shareholder: You are cordially invited to attend the 2021 Annual Meeting of Shareholders of CTS Corporation. The meeting will be held on Thursday, May 13, 2021, at 9:30 a.m. Central Time, at the Hotel Arista located at 2139 City Gate Lane, Naperville, Illinois 60563. We are pleased to continue to take advantage of the Securities and Exchange Commission rules allowing us to furnish proxy materials to shareholders on the Internet. We believe that these rules provide you with proxy materials more quickly and reduce the environmental impact of our Annual Meeting. Accordingly, we are mailing to shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review our 2021 Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2020, and to vote online or by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting these materials on page 34 of this 2021 Proxy Statement. We hope you will attend the meeting in person. Whether you plan to attend the meeting or not, we encourage you to read this Proxy Statement and to vote your shares. The vote of every shareholder is important.

	Kieran O’Sullivan Chairman, President and Chief Executive Officer

Table of Contents


		Preamble

NOTICE OF THE 2021 ANNUAL MEETING OF SHAREHOLDERS		1

PROPOSAL 1: ELECTION OF DIRECTORS		2

COMMITTEES OF THE BOARD OF DIRECTORS		5

	Audit Committee	5

	Compensation Committee	5

	Nominating and Governance Committee	6

	Technology and Transactions Committee	6

FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS		7

	Attendance	7

	Director Independence	7

	Meetings of Non-Management Directors	7

	Board Leadership Structure	7

	Board of Directors’ Role in Risk Oversight	8

	Director Education	8

	Stock Ownership Guidelines for Executives and Directors	8

	Director Resignation Policy	8

	Code of Ethics	9

	Additional Information Regarding Company Policies	9

	Communications to Directors	9

STOCK OWNERSHIP INFORMATION		10

	Five Percent Owners of CTS Common Stock	10

	Directors’ and Officers’ Stock Ownership	11

PROPOSAL 2: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF CTS’ NAMED EXECUTIVE OFFICERS		11

COMPENSATION DISCUSSION AND ANALYSIS		12

	Managing the Business During the COVID-19 Pandemic	12

	Executive Summary	12

	Compensation Objectives	13

	Compensation Philosophy	14

	How 2020 Named Executive Officer Compensation was Determined

SEC Form DEF 14A filed by CTS Corporation