Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 15d-15(b), the Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to SEC Rule 13a-15 as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2022.
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Management’s Report on Internal Control over Financial Reporting
Section 404 of the Sarbanes-Oxley Act of 2002 requires management to include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of the Company’s internal control over financial reporting, as well as an attestation report from the Company’s independent registered public accounting firm on the effectiveness of the Company’s internal control over financial reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). The Company’s internal control system was designed to provide reasonable assurance to its management and the Board of Directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined effective can provide only reasonable assurance with respect to financial statement preparation and presentation. A material weakness is a deficiency, or a combination of deficiencies, in the internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statement will not be prevented or detected on a timely basis.
The Company’s management, including its Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, based upon the updated framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 1992 and updated in May 2013. Based on this assessment, the Company’s management concluded that, as of December 31, 2022, the Company’s internal control over financial reporting was effective.
On July 19, 2022, the Company completed the acquisition of C&K Switches, as discussed in Note 2 – Acquisitions . Management has excluded C&K’s internal controls over financial reporting from its assessment of the effectiveness of internal controls over financial reporting as of December 31, 2022. C&K’s net sales and total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) represent approximately 3% and 3%, respectively, of the consolidated financial statement amounts as of, and for the fiscal year ended, December 31, 2022.
Changes in Internal Control over Financial Reporting
There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the 12 months or fiscal year ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS .
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
Except as set forth below, the information required by this item will be contained in the Company’s Proxy Statement related to our 2022 Annual Meeting of Stockholders (the "proxy statement") and is incorporated herein by reference.
Information concerning directors and nominees for director is set forth in the section titled “Proposal No. 1 - Election of Directors” in the Company’s proxy statement and is incorporated herein by reference.
Information concerning the Company’s Audit Committee and Audit Committee financial expert is set forth in the sections titled "Board Committees" and “Director Independence; Financial Experts” in the Company's proxy statement and is incorporated herein by reference.
Information concerning the procedures by which security holders may recommend nominees to the Company’s Board of Directors is set forth in the section titled “Director Nominations” in the Company’s proxy statement and is incorporated herein by reference.
Information concerning compliance with Section 16 of the Securities Exchange Act of 1934 is set forth in the section titled “Delinquent Section 16(a) Reports” in the Company’s proxy statement and is incorporated herein by reference.
Information regarding the Executive Officers of the Company can be found in Part I of this Annual Report on Form 10-K under the caption "Information about our Executive Officers."
Code of Ethics
The company has adopted a Code of Conduct (Code of Ethics) that applies to all of the Company’s employees including the Company’s Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and persons performing similar functions. It has posted the text of the Code of Conduct on its website at https://investor.littelfuse.com/corporate-governance/governance-overview and intends to disclose on such website any amendments to, or waivers from the Code of Conduct. The company’s website is not incorporated by reference into this Annual Report.
ITEM 11. EXECUTIVE COMPENSATION.
Information concerning compensation of the Company’s executive officers and directors for the fiscal year ended December 31, 2022, is set forth in the sections titled “Compensation Discussion and Analysis,” “Compensation Tables,” "Compensation Committee Report," "CEO Pay Ratio," "Pay versus Performance," "Potential Payments Upon Termination or Change in Control" and “Director Compensation” in the Company’s proxy statement and is incorporated herein by reference, except the section titled “Compensation Committee Report” is hereby “furnished” and not “filed” with this Annual Report on Form 10-K.
Information concerning compensation committee interlocks is set forth in the section titled “Compensation Committee Interlocks and Insider Participation” in the Company’s proxy statement and is incorporated herein by reference.
COMPENSATION PLAN INFORMATION
We have two equity compensation plans that have been approved by our stockholders: the Littelfuse, Inc. Long-Term Incentive Plan that was approved by our stockholders at the April 2017 annual stockholder meeting and the Deferred Compensation Plan for Non-Employee Directors that was approved by our stockholders at the May 2005 annual stockholder meeting.
Pursuant to our acquisition of IXYS on January 17, 2018, we assumed four equity compensation plans that have not been approved by our stockholders and pursuant to which we may continue to grant equity awards: IXYS Corporation 2009 Equity Incentive Plan, IXYS Corporation 2011 Equity Incentive Plan, IXYS Corporation 2013 Equity Incentive Plan, IXYS Corporation 2016 Equity Incentive Plan (together, the "IXYS Plans"). We also assumed two expired equity compensation plans that have not been approved by our stockholders and pursuant to which we have outstanding equity awards: the Zilog, Inc. 2002 Omnibus Stock Incentive Plan and Zilog, Inc. 2004 Omnibus Stock Incentive Plan (together, the "Zilog Plans"). The IXYS Corporation 2009 Equity Incentive Plan expired in June 2019 and equity awards remain outstanding under it.
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Information about our equity compensation plans that were either approved or not approved by our stockholders as of December 31, 2022, is as follows:
Plan Category Number of securities to
be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants, and rights
(1) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders 698,848 (2) $145.33 462,409 (4)
Equity compensation plans not approved by security holders 95,691 (3) $76.92 171,606 (5)
Total 794,539 $137.09 634,015
(1) The weighted average exercise price does not take into account the shares issuable upon the vesting of outstanding restricted stock units, which have no exercise price.
(2) Includes 151,458 shares reserved for issuance upon vesting of outstanding restricted stock units and 547,390 outstanding stock options granted under the Littelfuse, Inc. Long-Term Incentive Plan.
(3) Includes 27,066 shares reserved for issuance upon vesting of outstanding restricted stock units under the IXYS Plans and 68,625 outstanding stock options granted under the IXYS Plans and Zilog Plan. Below is a brief description of the material features of the compensation plans acquired pursuant to the acquisition of IXYS.
(4) Includes 417,762 shares that remain available for future issuance under the Littelfuse, Inc. Long-Term Incentive Plan and 44,647 shares that remain available for future issuance under the Deferred Compensation Plan for Non-Employee Directors.
(5) Includes 22,965 shares that remain available for future issuance under the IXYS Corporation 2013 Equity Incentive Plan, and 148,641 shares that remain available for future issuance under the IXYS Corporation 2016 Equity Incentive Plan.
IXYS Plans
In connection with the acquisition of IXYS, we assumed the IXYS Corporation 2009 Equity Incentive Plan, IXYS Corporation 2011 Equity Incentive Plan, IXYS Corporation 2013 Equity Incentive Plan, IXYS Corporation 2016 Equity Incentive Plan and outstanding unvested stock options originally granted by IXYS Corporation under the IXYS Plans that were held by continuing employees. At the time of the acquisition of IXYS Corporation, these awards were converted to Littelfuse stock options, with adjustments made to the exercise price of the stock options and the number of shares subject to stock options as agreed upon in the Acquisition Agreement. These unvested options vest in accordance with their original terms, generally vesting in equal annual installments over a four-year period from the original grant date. The options, once granted, generally expire ten years from the date of grant. Under the IXYS Plans, we may grant to former employees of IXYS Corporation or its subsidiaries restricted stock awards, RSUs, stock options and stock appreciation rights with an exercise price that is no less than the fair market value on the date of grant. Equity awards granted under the IXYS Plans following the acquisition have been on similar terms and consistent with grants made pursuant to the Littelfuse, Inc Long-Term Incentive Plan. The IXYS Corporation 2009 and 2011 Equity Incentive Plans expired in June 2019 and June 2021 respectively, with no additional grants made after the expiration date. As of December 31, 2022, 171,606 shares remained available for issuance under the IXYS Plans.
Zilog Plans
In connection with the acquisition of IXYS Corporation, we assumed the Zilog, Inc. 2004 Omnibus Stock Incentive Plan and outstanding stock options originally granted by IXYS Corporation under the Zilog Plan that were held by continuing employees of Zilog. At the time of the acquisition of IXYS Corporation, these awards were converted to Littelfuse stock options, with adjustments made to the exercise price of the stock options and the number of shares subject to stock options as agreed upon in the Acquisition Agreement. These options vested in accordance with their original terms, generally in equal annual installments over a four-year period from the original grant date. The options generally expire ten years from the date of grant. The Zilog 2004 Omnibus Stock Incentive Plan expired in February 2014 and no additional grants have been made thereunder. Therefore, as of December 31, 2022, no shares remain available for issuance of new awards under the Zilog Plan and 12,086 stock options remain outstanding.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Information concerning the security ownership of certain beneficial owners, the Company’s directors and executive officers as of March 16, 2022, is set forth in the section titled “Ownership of Littelfuse, Inc. Common Stock” in the Company’s proxy statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Information concerning the independence of the Company’s directors, certain relationships and related transactions during 2022 and the Company’s policies with respect to such transactions is set forth in the sections titled "Director Independence; Financial Experts", “Related Person Transactions Policy”, “Related Party Transactions” in the Company’s proxy statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Information concerning principal accountant fees and services is set forth in the section titled “Audit Related Matters” in the Company’s proxy statement and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) Financial Statements and Schedules
Page
1. The following Financial Statements are filed as a part of this report:
i. Reports of Independent Registered Public Accounting Firms 38 - 40
ii. Consolidated Balance Sheets as of December 31, 2022 and January 1, 2022
41
iii. Consolidated Statements of Net Income for the fiscal years ended December 31, 2022, January 1, 2022 and December 26, 2020
42
vi. Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2022, January 1, 2022 and December 26, 2020
43
v. Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2022, January 1, 2022 and December 26, 2020
44
vi. Consolidated Statements of Equity for the fiscal years ended December 31, 2022, January 1, 2022 and December 26, 2020
45
vii. Notes to Consolidated Financial Statements 46 - 84
2. The following Financial Statement Schedule is submitted herewith for the periods indicated therein.
i. Schedule II - Valuation and Qualifying Accounts and Reserves 90
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
3. Exhibits. See Exhibit Index 92
Item 16. FORM 10-K SUMMARY
None.
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Description
Balance at
Beginning
of Year Charged to
Costs and
Expenses (a)
Deductions (b)
Other (c)
Balance at
End
of Year
(in thousands)
Fiscal year ended December 31, 2022
Allowance for credit losses on accounts receivable $ 1,910 $ 166 $ ( 222 ) $ ( 279 ) $ 1,575
Reserves for sales discounts and allowances $ 57,322 $ 184,201 $ ( 158,499 ) $ ( 1,037 ) $ 81,987
Fiscal year ended January 1, 2022
Allowance for credit losses on accounts receivable $ 1,400 $ 82 $ ( 362 ) $ 790 $ 1,910
Reserves for sales discounts and allowances $ 43,837 $ 152,153 $ ( 137,920 ) $ ( 748 ) $ 57,322
Fiscal year ended December 26, 2020
Allowance for credit losses on accounts receivable $ 1,310 $ 1,170 $ ( 329 ) $ ( 751 ) $ 1,400
Reserves for sales discounts and allowances $ 40,733 $ 113,709 $ ( 112,401 ) $ 1,796 $ 43,837
(a) Includes provision for credit losses, sales returns and sales discounts granted to customers.
(b) Represents uncollectible accounts written off, net of recoveries and credits issued to customers.
(c) Represents business acquisitions and foreign currency translation adjustments.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ David W. Heinzmann
David W. Heinzmann,
President and Chief Executive Officer
Date: February 16, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on February 16, 2023 and in the capacities indicated.
/s/ Gordon Hunter Chairman of the Board of Directors
Gordon Hunter
/s/ David W. Heinzmann Director, President and Chief Executive Officer
David W. Heinzmann (Principal Executive Officer)
/s/ Kristina A. Cerniglia Director
Kristina A. Cerniglia
/s/ Tzau-Jin Chung Director
Tzau-Jin Chung
/s/ Cary T. Fu Director
Cary T. Fu
/s/ Anthony Grillo Director
Anthony Grillo
/s/ William P. Noglows Director
William P. Noglows
/s/ Maria C. Green Director
Maria C. Green
Director
Nathan Zommer
/s/ Meenal A. Sethna Executive Vice President and Chief Financial Officer
Meenal A. Sethna (Principal Financial Officer)
/s/ Jeffrey G. Gorski
Corporate Controller and Chief Accounting Officer
Jeffrey G. Gorski (Principal Accounting Officer)
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EXHIBIT INDEX
The following documents listed below that have been previously filed with the SEC (1934 Act File No. 0-20388) are incorporated herein by reference:
Incorporated by Reference Herein
Exhibit No.
Description Form Exhibit Filing Date File No.
2.1 Stock Purchase Agreement, dated October 19, 2021, by and between Littelfuse, Inc., the Shareholders of Carling Technologies, Inc., and Christopher T. Sorenson, as Sellers’ Representative
8-K 2.1 10/20/2021 0-20388
2.2 First Amendment to Stock Purchase Agreement, dated November 29, 2021, by and between Littelfuse, Inc., the Shareholders of Carling Technologies, Inc., and Christopher T. Sorenson
2.3 Sale and Purchase Agreement, dated April 7, 2022, by and between Cayman NIH VI BEIT Holdings, L.P. and Littelfuse, Inc.
8-K 2.1 4/8/2022 0-20388
2.4 Warranty Deed, dated April 7, 2022, by and between the warrantors party thereto and Littelfuse, Inc.
8-K 2.2 4/8/2022 0-20388
2.5 Deed of Amendment No. 1 Sale and Purchase Agreement, dated July 18, 2022, by and between Cayman NIH VI BEIT Holdings, L.P. and Littelfuse, Inc.
10-Q 2.1 8/3/2022 0-20388
3.1 Certificate of Incorporation dated November 25, 1991, as amended April 25, 1997.
10-K 3.1 2/27/2017 0-20388
3.2 Certificate of Designations of Series A Preferred Stock. 8-K 4.2 12/1/1995 0-20388
3.3 Bylaws, as amended and restated January 2 7 , 20 23 .
8-K 3.1 2/3/2023 0-20388
4.1 Description of Securities of Littelfuse, Inc.
10-K 4.1 2/21/2020 0-20388
10.1 Form of Stock Option Award Agreement under the Littelfuse, Inc. Outside Directors' Equity Plan.++
8-K 99.3 5/1/2008 0-20388
10.2 Form of Restricted Stock Unit Award Agreement under the Littelfuse, Inc. Outside Directors' Equity Plan.++
8-K 99.4 5/1/2008 0-20388
10.3 Form of Stock Option Award Agreement under the Littelfuse, Inc. Equity Incentive Compensation Plan .++
8-K 10.2 4/28/2009 0-20388
10.4 Form of Restricted Stock Unit Award Agreement (Outside Director) under the Littelfuse, Inc. Long-Term Incentive Plan.++
S-8 4.4 5/19/2010 0-20388
10.5 Form of Stock Option Award Agreement under the Littelfuse, Inc. Long-Term Incentive Plan.++
S-8 4.6 5/19/2010 0-20388
10.6 Littelfuse, Inc. Annual Incentive Plan, effective January 1, 2014. ++
DEF14A A 3/17/2014 0-20388
10.7 Form of Stock Option Award Agreement (Executive) under the Littelfuse, Inc. Long-Term Incentive Plan. ++
10-Q 10.3 5/6/2016 0-20388
10.8 Form of Stock Option Award Agreement (Outside Director – 2016 Grant) under the Littelfuse, Inc. Long-Term Incentive Plan. ++
10-Q 10.4 5/6/2016 0-20388
10.9 Form of Restricted Stock Unit Award Agreement (Tier II Management) under the Littelfuse, Inc. Long-Term Incentive Plan. ++
10-Q 10.6 5/6/2016 0-20388
10.10 Form of Restricted Stock Unit Award Agreement (Outside Director – 2016 Grant) under the Littelfuse, Inc. Long-Term Incentive Plan. ++
10-Q 10.7 5/6/2016 0-20388
10.11 Letter Agreement entered into between Littelfuse, Inc. and David W. Heinzmann. Effective January 1, 2017. ++
8-K 10.2 11/16/2016 0-20388
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Incorporated by Reference Herein
Exhibit No.
Description Form Exhibit Filing Date File No.
10.12 Littelfuse, Inc. 3.03% Senior Note, Series A, due February 15, 2022, and 3.74% Senior Note, Series B, due February 15, 2027 Note Purchase Agreement.
8-K 10.1 12/9/2016 0-20388
10.13 Littelfuse, Netherland C.V. 1.14% Senior Note, Series A, due December 8, 2023, and 1.83% Senior Note, Series B, due December 8, 2028 Note Purchase Agreement.
8-K 10.2 12/9/2016 0-20388
10.14 Subsidiary Guaranty Agreement, dated December 8, 2016.
8-K 10.4 12/9/2016 0-20388
10.15 Subsidiary Guaranty Agreement, dated as of February 15, 2017.
8-K 10.2 2/15/2017 0-20388
10.16 Restated Littelfuse, Inc. Supplemental Retirement and Savings Plan, effective January 1, 2017. ++
10-K 10.50 2/27/2017 0-20388
10.17 Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan. ++
8-K 10.1 5/1/2017 0-20388
10.18 Form of 2017 Stock Option Award Agreement. ++
8-K 10.3 5/1/2017 0-20388
10.19 Employment offer letter between Littelfuse, Inc. and Jeffrey Gorski, dated June 28, 2017. ++
8-K 10.1 8/14/2017 0-20388
10.20 Note Purchase Agreement, dated November 15, 2017, among Littelfuse, Inc. and note purchasers listed on the signature pages thereto.
8-K 10.1 11/15/2017 0-20388
10.21 Form of 3.78% Senior Note, Series B, due February 15, 2030.
8-K 4.2 11/15/2017 0-20388
10.22 Form of 3.48% Senior Note, Series A, due February 15, 2025,
8-K 4.1 11/15/2017 0-20388
10.23 Subsidiary Guaranty Agreement, dated as of January 16, 2018, made by LFUS LLC, Littelfuse Commercial Vehicle, LLC, Iron Merger Co., Inc., IXYS Merger Co., LLC and SymCom, Inc. in favor of the note purchasers and the other holders.
8-K 10.2 1/18/2018 0-20388
10.24 Littelfuse, Inc. Executive Severance Policy. ++
8-K 10.4 1/18/2018 0-20388
10.25 Form of Indemnity Agreement between Nathan Zommer and IXYS Corporation. ++
10-K 10.3 6/12/2008 000-26124
10.26 IXYS Corporation 2009 Equity Incentive Plan++
S-8 4.4 1/19/2018 333-221147
10.27 IXYS Corporation 2011 Equity Incentive Plan++
S-8 4.5 1/19/2018 333-221147
10.28 IXYS Corporation 2013 Equity Incentive Plan++
S-8 4.6 1/19/2018 333-221147
10.29 IXYS Corporation 2016 Equity Incentive Plan++
S-8 4.7 1/19/2018 333-221147
10.30 Zilog, Inc. 2004 Omnibus Stock Incentive Plan++
S-8 4.9 1/19/2018 333-221147
10.31 Notice of Stock Option Grant and Agreement for the IXYS Corporation 2009 Equity Incentive Plan++
10-Q 10.4 8/10/2009 000-26124
10.32 Form of Nonqualified Stock Option Agreement for Stock Options pursuant to the Zilog, Inc. 2004 Omnibus Stock Incentive Plan++
10-K 10.28 6/11/2010 000-26124
10.33 Notice of Stock Option Grant and Agreement for IXYS Corporation 2011 Equity Incentive Plan++
10-Q 10.2 8/5/2011 000-26124
10.34 Notice of Stock Option Grant and Agreement for IXYS Corporation 2013 Equity Incentive Plan++
10-Q 10.6 8/9/2013 000-26124
10.35 Notice of Stock Option Grant and Agreement for IXYS Corporation 2016 Equity Incentive Plan++
10-Q 10.1 11/3/2016 000-26124
10.36 Cross Border Assumption Agreement, dated as of October 3, 2018, made by each of New Dutch B.V. and IXYS Dutch B.V. in favor of the note purchasers and the other holders.
10-K 10.106 02/22/2019 0-20388
10.37 Amended and Restated Employment Agreement entered into between Littelfuse Europe GmbH and Alexander Conrad, effective April 1, 2019. ++
10-K 10.77 02/21/2020 0-20388
10.38 Form of Restricted Stock Unit Award Agreement (Tier I) under the Littelfuse, Inc. Long-Term Incentive Plan. ++
8-K 10.1 4/24/2020 0-20388
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Incorporated by Reference Herein
Exhibit No.
Description Form Exhibit Filing Date File No.
10.39 Form of Option Award Agreement (Tier I) under the Littelfuse, Inc. Long-Term Incentive Plan. ++
8-K 10.2 4/24/2020 0-20388
10.40 Form of Restricted Stock Unit Award Agreement (Non-Employee Director) under the Littelfuse, Inc. Long-Term Incentive Plan. ++
8-K 10.3 4/24/2020 0-20388
10.41 Form of Option Award Agreement (Non-Employee Director) under the Littelfuse, Inc. Long-Term Incentive Plan. + +
8-K 10.4 4/24/2020 0-20388
10.42 Form of Restricted Stock Unit Award Agreement (Tier II) under the Littelfuse, Inc. Long-Term Incentive Plan. ++
10-Q 10.6 4/29/2020 0-20388
10.43 Form of Restricted Stock Unit Award Agreement (IXYS Tier II) under the IXYS Corporation Equity Incentive Plan . ++
10-Q 10.7 4/29/2020 0-20388
10.44 Form of Retention Stock Option Award Agreement under the Littelfuse, Inc. Long-Term Incentive Plan . ++
10-Q 10.8 7/29/2020 0-20388
10.45 Form of Retention Stock Option Award Agreement under the IXYS Corporation Equity Incentive Plan . ++
10-Q 10.9 7/29/2020 0-20388
10.46 Form of Retention Restricted Stock Unit Award Agreement under the Littelfuse, Inc. Long-Term Incentive Plan . ++
10-Q 10.10 7/29/2020 0-20388
10.47 Form of Retention Restricted Stock Unit Award Agreement under the IXYS Corporation Equity Incentive Plan . ++
10-Q 10.11 7/29/2020 0-20388
10.48 Amended and Restated Littelfuse Deferred Compensation Plan for Non-Employee Directors . ++
10-Q 10.1 10/28/2020 0-20388
10.49 First Amendment to the Littelfuse, Inc. Supplemental Retirement and Savings Plan, effective January 1, 2019 .++
10-K 10.68 2/18/2021 0-20388
10.50 Second Amendment to the Littelfuse, Inc. Supplemental Retirement and Savings Plan, effective January 1, 2020 .++
10-K 10.69 2/18/2021 0-20388
10.51 Third Amendment to the Littelfuse, Inc. Supplemental Retirement and Savings Plan, effective January 1, 2020. ++
10-K 10.70 2/18/2021 0-20388
10.52 Form Tier I Change of Control Agreement, effective January 1, 2021. ++
10-K 10.71 2/18/2021 0-20388
10.53 Form Tier II Change of Control Agreement, effective January 1, 2021 .++
10-K 10.72 2/18/2021 0-20388
10.54 Employment offer letter between Littelfuse, Inc. and Maggie Chu, dated April 28, 2021 ++
10-Q 10.10 7/28/2021 0-20388
10.55 Form of 4.33% Senior Note due June 30, 2032 (included in Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No. 20388).
8-K 4.10 5/18/2022 0-20388
10.56 Note Purchase Agreement, dated May 18, 2022, among Littelfuse, Inc. and note purchasers listed on the signature pages thereto (filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No. 20388) .
8-K 10.1 5/18/2022 0-20388
10.57 Subsidiary Guaranty Agreement, dated July 18, 2022, among Carling Technologies, Inc., Hartland Controls Holding Corp., Hartland Controls, L.L.C., IXYS Buckeye, LLC, IXYS Integrated Circuits Division, LLC, IXYS Long Beach, Inc., IXYS USA, LLC, IXYS, LLC, LFUS LLC, Littelfuse Commercial Vehicle, LLC, Littelfuse Holding, LLC, Littelfuse International Holding, LLC, Littelfuse Mexico Holding LLC, Monolith Semiconductor Inc., Pele Technology, Inc., Reaction Tech RE, LLC, Reaction Technology Epi, LLC, Reaction Technology Incorporated, SymCom, Inc. and Zilog, Inc. (filed as Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 19, 2022, Commission File No. 20388).
8-K 10.2 5/18/2022 0-20388
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Incorporated by Reference Herein
Exhibit No.
Description Form Exhibit Filing Date File No.
10.58 First Amendment to 2016 Note Purchase Agreement, dated May 18, 2022, among Littelfuse, Inc., certain subsidiary guarantors, and the institutions party thereto (filed as Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No. 20388).
8-K 10.3 5/18/2022 0-20388
10.59 First Amendment to 2016 Cross Border Note Purchase Agreement, dated May 18, 2022, among Littelfuse Netherland C.V., Littelfuse, Inc., certain subsidiary guarantors, and the institutions party thereto (filed as Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No. 20388).
8-K 10.4 5/18/2022 0-20388
10.60 First Amendment to 2017 Note Purchase Agreement, dated May 18, 2022, among Littelfuse, Inc., certain subsidiary guarantors, and the institutions party thereto (filed as Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No. 20388).
8-K 10.5 5/18/2022 0-20388
10.61 Amended and Restated Credit Agreement, dated as of June 30, 2022, by and among Littelfuse, Inc., certain subsidiaries of the company, as designated borrowers, certain subsidiaries of the company, as guarantors, the lenders party thereto and Bank of America, N.A., as agent, JPMorgan Chase Bank, N.A., as syndication agent, PNC Bank, National Association and BMO Harris Bank, N.A., as co-senior documentation agents, Wells Fargo Bank, National Association, as documentation agent, BofA Securities, Inc. as sole bookrunner and joint lead arranger, and JPMorgan Chase Bank, N.A., as joint lead arranger (filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 30, 2022, Commission File No. 20388).
8-K 10.1 6/30/2022 0-20388
10.62* Summary of Non-Employee Director Compensation.++
21.1* Subsidiaries .
23.1* Consent of Independent Registered Public Accounting Firm .
31.1* Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+++ Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* XBRL Instance Document.
101.SCH* XBRL Taxonomy Extension Schema Document.
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB* XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.
104 The cover page on this Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in Inline XBRL and contained in Exhibit 101.
* Filed with this Report.
+ Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Littelfuse agrees to furnish a supplemental copy of an omitted exhibit or schedule to the SEC upon request.
++ Management contract or compensatory plan or arrangement.
+++ Furnished with this Report.
95