TTM Technologies (TTMI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2026, with shareholders voting on director elections, an employee equity plan, executive compensation, vote frequency on executive pay, and auditor ratification.

• The board recommends voting for all proposals, including the new Equity Advantage Match Plan and annual say-on-pay votes.

• The company achieved strong financial results in 2025, with 19% revenue growth, 23% higher operating cash flow, and significant increases in non-GAAP EPS and net income.

• Share repurchases totaled $17.9 million in 2025.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class II directors for terms expiring in 2029.

• Approval is sought for the Equity Advantage Match Plan, which allows employees to purchase stock with a company match.

• Advisory votes will be held on executive compensation and the frequency of future say-on-pay votes, with the board recommending annual votes.

• Ratification of KPMG LLP as the independent auditor for 2026 is on the agenda.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; all current nominees are independent except the CEO.

• Recent and upcoming retirements and appointments ensure compliance with security and governance requirements.

• The board maintains four standing committees: audit, human capital and compensation, nominating and corporate governance, and government security.

• The board chair is independent, and the CEO and chair roles are separated.

• Corporate governance documents, codes of conduct, and committee charters are publicly available.