0000889331falseLITTELFUSE INC /DE00008893312025-08-072025-08-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 7, 2025
(Date of earliest event reported)
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 0-20388 | 36-3795742 |
(State of other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
6133 N. River Road, Suite 500, Rosemont, IL 60018
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (773) 628-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol | | Name of exchange on which registered |
| Common Stock, par value $0.01 per share | | LFUS | | NASDAQ Global Select Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| | | | | |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Effective August 11, 2025, Chad Marak will no longer serve as Senior Vice President and General Manager, Semiconductor Business of Littelfuse, Inc. (the “Company”). The Company appointed Dr. Karim Hamed as Mr. Marak’s successor as Senior Vice President and General Manager, Semiconductor Business, effective August 11, 2025.
Following Mr. Marak’s separation from the Company and termination of his employment, Mr. Marak will be entitled to severance benefits consistent with those provided for under the terms of the Company’s Executive Severance Policy. Such severance benefits are subject to his execution and non-revocation of a Separation and Release Agreement, which would contain customary terms including confidentiality, release of claims, and non-disparagement provisions. For a description of the Company’s Executive Severance Policy, see the Company’s Compensation Discussion and Analysis included in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 14, 2025.
| | | | | |
| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release announcing the Company’s appointment of Dr. Hamed as Senior Vice President and General Manager, Semiconductor Business is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The exhibit furnished under Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| | | | | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | |
| | Littelfuse, Inc. |
| | |
| | |
| Date: August 7, 2025 | By: /s/ Ryan K. Stafford |
| | Executive Vice President, Chief Legal Officer and Corporate Secretary |