Littelfuse Inc.

02/01/2024 | Press release | Distributed by Public on 02/01/2024 10:13

Management Change/Compensation - Form 8-K

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On January 26th, 2024, the Board of Directors (the "Board") of Littelfuse, Inc. (the "Company") approved the Littelfuse, Inc. Amended and Restated Annual Incentive Plan (the "Incentive Plan") to be effective as of January 1, 2024, which amends and restates the previous Littelfuse, Inc. Annual Incentive Plan, dated January 31, 2014 (the "Prior Plan").

The Incentive Plan amends and restates the Prior Planto (i) increase the maximum award limit from $2,500,000 to $5,000,000, (ii) remove references to Section 162(m) of the Internal Revenue Code of 1986, as amended, which no longer applies to awards under the Incentive Plan as a result of the enactment of the Tax Cuts and Jobs Act of 2017, which eliminated the performance-based compensation exception under Section 162(m) for tax years beginning on or after January 1, 2018, and make related adjustments to affected provisions, (iii) allow the Compensation Committee of the Board with the discretion to adjust any awards upward, as well as downward, for any plan participant, including Named Executive Officers, and (iv) clarify that payments received under the Incentive Plan are subject to certain "clawback" rights in favor of the Company, including pursuant to the Company's Compensation Recovery Policy.

The foregoing summary of the Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.