TTM Technologies, Inc. Adopts Special Board Resolution with Defense Counterintelligence and Security Agency Replacing Special Security Agreement

Rhea-AI Summary

TTM Technologies, Inc. (NASDAQ: TTMI) announced on February 2, 2023, that it will replace its Special Security Agreement (SSA) with a Special Board Resolution (SBR) pending confirmation from the Defense Counterintelligence and Security Agency (DCSA). This change comes due to a significant reduction in foreign ownership of TTM, alongside the retirement of its only non-U.S. citizen board member. The SBR maintains existing policies to mitigate risks to U.S. national security and mandates at least three board members with National Security Clearance. TTM expects this transition will have no material impact on its cost structure.

Positive

• Reduction in foreign ownership enhances security compliance.
• All board members are now U.S. citizens, strengthening governance.
• Transition from SSA to SBR is recognized by DCSA, ensuring continued national security focus.

Negative

• None.

SANTA ANA, Calif., Feb. 02, 2023 (GLOBE NEWSWIRE) -- TTM Technologies, Inc. (“TTM,” NASDAQ: TTMI), a leading global manufacturer of technology solutions including engineered systems, radio frequency (“RF”) components and RF microwave/microelectronic assemblies, and printed circuit boards (“PCB”), announced today that pending confirmation by the Defense Counterintelligence and Security Agency (“DCSA”), the TTM Board of Directors has adopted a Special Board Resolution (“SBR”), replacing the Special Security Agreement (“SSA”) that the Company had entered into with the DCSA in 2010. The replacement of the SSA with the SBR is a result of the significantly reduced foreign ownership of TTM. The effective date of the SBR is February 2^nd, 2023.

“Since the SSA was established in 2010, there has been a significant reduction in the foreign ownership of TTM’s public shares and our one non U.S. citizen Board member has retired,” said Rex Geveden, Chairman of the Board of TTM. “As a result, the DCSA has agreed to replace the SSA with the SBR. The company plans to maintain much of the robust infrastructure developed during the adoption of and compliance with the SSA to continue to serve our customers and to maintain our focus on the national security of the United States in our Aerospace and Defense Sector, as one of the top forty U.S. based defense companies,” concluded Mr. Geveden.

The SBR Agreement with DCSA codifies the standing Government Security Committee of TTM’s Board of Directors, consisting of at least 3 Board members that hold a National Security Clearance. In addition, the SBR dictates that TTM will maintain its policies and procedures that have been established pursuant to the provisions of the SSA to mitigate risks to TTM’s operations that serve the national security of the United States, including the maintenance of its cybersecurity plan that meets the requirements of NIST 800-171. DCSA will continue to review TTM’s compliance with the terms of the SBR annually at each of TTM’s sites which operate under a U.S. Department of Defense security clearance. This change acknowledges that TTM no longer has any significant foreign owners of its equity. In addition, all of TTM’s Board is currently comprised of U.S. citizens and per the terms of the SBR, no foreign citizen is allowed to sit on TTM’s Board in the future.

TTM expects the replacement of the SSA with the SBR to have no material impact on the company’s cost structure.

For more information, please contact:

TTM Technologies, Inc.
TTM Investors
Sameer Desai,
Vice President, Corporate Development & Investor Relations
sameer.desai@ttmtech.com
714-327-3050

About TTM
TTM Technologies, Inc. is a leading global manufacturer of technology solutions including engineered systems, radio frequency ("RF") components and RF microwave/microelectronic assemblies, and quick-turn and technologically advanced printed circuit boards ("PCBs"). TTM stands for time-to-market, representing how TTM's time-critical, one-stop manufacturing services enable customers to shorten the time required to develop new products and bring them to market. Additional information can be found at www.ttm.com

 

FAQ

What is the significance of TTM Technologies' recent Special Board Resolution on February 2, 2023?

The Special Board Resolution replaces TTM's Special Security Agreement, reflecting a significant reduction in foreign ownership and aligning governance with national security requirements.

How does the change from SSA to SBR affect TTM Technologies' operations?

The change aims to maintain operational security without impacting the company's cost structure, while ensuring compliance with U.S. national security standards.

Who can serve on TTM Technologies' Board following the new SBR?

Under the new SBR, only U.S. citizens are allowed to serve on TTM's Board, eliminating any foreign citizen representation.

When did TTM Technologies announce the replacement of the SSA with the SBR?

TTM Technologies announced the replacement on February 2, 2023.

What is the role of the Defense Counterintelligence and Security Agency in TTM Technologies' new SBR?

The DCSA will continue to review TTM's compliance with the SBR annually, ensuring adherence to national security protocols.