UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. ~~20549~~20579

FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE SECURITIES EXCHANGE ACT OF 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report: ~~ACT~~April OF24, ~~1934~~2025

~~Date of report~~ (Date of earliest event reported)~~: April 8, 2025~~

LITTELFUSE, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	~~0-20388~~	~~36-3795742~~	0-20388	36-3795742
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State of other jurisdiction of incorporation)			(Commission File Number)	(IRS Employer Identification No.)

6133 N. River ~~Rd.~~ Road, Suite 500, Rosemont, IL 60018

~~Suite~~(Address ~~500~~ of principal executive offices) (Zip Code)

~~Rosemont~~Registrant’s telephone number, ILincluding ~~60018~~area code: (773) 628-1000

(Address of Principal Executive Offices, and Zip Code)

(773) 628-1000

Registrant’s Telephone Number, Including Area Code

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 ~~communication~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement ~~communication~~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(s)

Name of each exchange on which registered

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~~

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 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

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.

On April 824, 2025, in connection with equity grants to named executive officers under the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended (the “~~Company~~Plan”), and ~~Meenal~~the ~~Sethna,~~Littelfuse/IXYS ~~Executive~~Corporation ~~Vice~~Long-Term ~~President~~Incentive ~~and~~Plan ~~Chief~~(the ~~Financial~~“LF/IXYS ~~Officer~~Plan”), the Board of Directors (the ~~Company~~“Board”) of Littelfuse, ~~agreed~~Inc. (the “Company”) approved: (i) a new form of restricted stock unit award agreement for grants of restricted stock units to ~~Ms. Sethna’s~~executive ~~separation~~officers ~~from~~under ~~employment~~the ~~with~~Plan (the ~~Company~~“RSU Award Agreement”), ~~effective~~(ii) ~~September~~a 1,new ~~2025~~form of performance share award agreement for grants of performance share units to executive officers under the Plan (the “~~Separation~~PSU ~~Date~~Award Agreement”)., ~~Ms.~~and ~~Sethna’s~~(iii) ~~departure~~a isnew ~~not~~form aof ~~result~~restricted stock unit award agreement for grants of ~~any~~restricted ~~disagreement~~stock units to executive officers under the LF/IXYS Plan (the “Littelfuse/IXYS RSU Award Agreement” and, collectively with the ~~Company~~RSU Award Agreement, ~~its~~and ~~independent~~the ~~auditors~~PSU Award Agreement, ~~any~~the ~~member~~“Award Agreements”). Each of the ~~Company’s~~Award ~~management, or~~Agreements has material terms that are substantially similar to those in the ~~Company’s~~forms of award agreements last approved by the Board ofand ~~Directors~~previously ~~regarding~~disclosed ~~any~~by ~~matter~~the Company except that (i) the updated Award Agreements provide for the accrual of ~~financials,~~dividend ~~operations~~equivalent rights on the grants, ~~policies~~and or(ii) ~~practices.~~the ~~The~~format ~~Company~~of the Award Agreements has ~~commenced~~been aupdated ~~search~~and tothe ~~identify~~Company ahas ~~successor~~made ~~Chief~~certain ~~Financial~~ministerial ~~Officer~~and conforming changes.

~~The~~Such ~~terms~~descriptions of ~~Ms. Sethna’s separation from~~ the ~~Company~~terms ~~have~~of ~~been memorialized in a Letter Agreement, dated April 8, 2025 (~~the ~~“Letter~~new ~~Agreement”).~~forms ~~Pursuant to~~of ~~the~~each ~~Letter~~of ~~Agreement,~~ the ~~Company~~Award ~~has~~Agreements ~~agreed,~~do ~~subject~~not purport to ~~Ms.~~be ~~Sethna’s~~complete ~~execution~~ and ~~non-revocation~~are ofqualified ain ~~Separation~~their ~~and~~entirety ~~Release~~by ~~Agreement~~reference ~~(as described below),~~ to ~~provide Ms. Sethna with certain severance benefits including: (1) a lump sum cash payment pursuant to~~ the ~~Company’s~~full ~~Executive~~text ~~Severance~~of ~~Policy payable on~~ the ~~60th~~new ~~day~~form ~~following~~of ~~the~~Award ~~Separation~~Agreements, ~~Date;~~copies ~~(2) accelerated vesting~~ of ~~50%~~which ofare ~~the~~filed ~~restricted~~as ~~stock~~Exhibits ~~units granted to Ms~~10.1, ~~Sethna on January 23~~10.2, ~~2025;~~and (10.3) ahereto ~~prorated cash bonus under the Company’s Annual Incentive Plan for 2025 to be determined in accordance with the Letter Agreement~~ and ~~the~~are ~~Company’s~~incorporated ~~Executive~~herein ~~Severance~~by ~~Policy; and (4) continuation or reimbursement of certain welfare benefits and fringe benefits for limited transitional periods following termination~~reference.

~~The~~Item ~~foregoing~~5.07 isSubmission ~~only a summary~~ of ~~the~~Matters ~~Letter~~to ~~Agreement~~a ~~and~~Vote ~~is qualified in its entirety by the full text~~ of ~~the~~Security ~~Letter Agreement attached hereto as Exhibit 10~~Holders.~~1 and incorporated herein by reference.~~

InOn ~~connection~~April ~~with~~24, ~~the Letter Agreement~~2025, the Company ~~and~~held ~~Ms.~~its ~~Sethna~~2025 ~~will~~Annual ~~enter~~Meeting ~~into~~of aStockholders. ~~Separation~~A ~~and~~quorum ~~Release~~was ~~Agreement~~present at the ~~time~~meeting ofas ~~her~~required ~~termination~~by the Company’s Bylaws. The results of ~~employment,~~ ~~containing~~voting ~~customary~~for ~~terms~~each ~~including~~matter ~~confidentiality,~~submitted ~~release~~to a vote of ~~claims,~~stockholders ~~and~~at ~~non-disparagement~~the ~~provisions~~meeting are as follows.

~~Item~~Proposal ~~7.01.~~1: ~~Regulation~~Election FDof ~~Disclosure.~~Directors

AThe ~~copy~~eight ofdirector ~~the~~nominees ~~press~~were ~~release~~elected ~~announcing~~to serve as directors until the ~~Chief~~2026 ~~Financial~~Annual ~~Officer~~Meeting ~~transition~~of isStockholders ~~furnished~~and asuntil ~~Exhibit~~their ~~99.1~~successors tohave ~~this~~been ~~Current~~duly ~~Report~~elected onand ~~Form~~qualified, ~~8-K~~by ~~(this~~the ~~“Current Report”)~~votes set forth below.

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.


Nominee	For	Against	Abstain		Broker Non-Votes
Kristina A. Cerniglia	21,832,677	889,558	8,182	810,654
Tzau-Jin Chung	21,262,086	1,423,886	44,445	810,654
Gayla J. Delly	22,376,494	308,777	45,146	810,654
Maria C. Green	22,375,957	309,212	45,248	810,654
Anthony Grillo	20,407,005	2,316,341	7,071	810,654
Gregory N. Henderson	22,257,403	465,946	7,068	810,654
Gordon Hunter	21,985,808	737,948	6,661	810,654
William P. Noglows	21,622,429	1,100,980	7,008	810,654

Proposal 2: Advisory Vote on Compensation of Named Executive Officers

The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers, by the votes set forth below.


For	Against	Abstain	Broker Non-Votes
17,265,338	5,448,440	16,639	810,654

Proposal 3: Approval and Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Auditors

The appointment of Deloitte & Touche LLP as the Company’s independent auditors for the 2025 fiscal year ending December 27, 2025 was approved and ratified, by the votes set forth below.


For	Against	Abstain
23,520,573	7,576	12,922


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
Exhibit No.		Description
10.1	~~Letter Agreement between Littelfuse, Inc. and Meenal Sethna, dated April 8, 2025.~~	Form of Restricted Stock Unit Award Agreement (Tier I) under the Amended andRestated Littelfuse Long-Term Incentive Plan
99.1	Press Release, dated April 9, 2025.
10.2		Form of Performance Share Award Agreement (Tier I) under the Amended andRestated Littelfuse Long-Term Incentive Plan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.3		Form of Restricted Stock Unit Award Agreement (Tier I) under the Littelfuse/IXYSCorporation Long-Term Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURE~~Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 9, 2025	LITTELFUSE, INC.
			Littelfuse, Inc.
	By:	/s/ Ryan K. Stafford
Date: April 28, 2025			By: /s/ Ryan K. Stafford
	Name:	Ryan K. Stafford
			Executive Vice President, Chief Legal Officer and Corporate Secretary
	Title:	Executive Vice President, Mergers & Acquisitions, Chief Legal Officer and Corporate Secretary

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