Key Tronic Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$KTCC
Electrical Products
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) November 25, 2024
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On November 25, 2024, the Board of Directors of Key Tronic Corporation (the “Company”) approved amended and restated By-Laws of the Company, effective immediately (as so amended and restated, the “By-Laws”). Among other things, the amendments to the By-Laws:
•update the notice period for shareholders to bring matters before the annual, or any special, meeting of shareholders (the “advance notice provisions”) to be not earlier than the 120th day and not later than the 90th day prior to the first anniversary of the preceding year’s annual meeting;
•add procedural and informational requirements for a shareholder proposing business or a nominee for election as a director under the advance notice provisions, including to verify, update or supplement required information;
•clarify the Board’s authority to determine whether a shareholder’s proposal brought under the advance notice provisions is proper for action at the annual meeting; and
•incorporate certain ministerial, modernizing, clarifying and conforming changes.
As a result of the amendments summarized above, if a shareholder intends to present a proposal of business or a nominee for election as a director at the Annual Meeting of Shareholders of the Company to be held in 2025 pursuant to the advance notice provisions of the Bylaws, the Company’s Secretary must receive written notice of such proposal or nomination that complies with the advance notice provisions no earlier than July 28, 2025 and no later than August 27, 2025.
The foregoing description is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of Key Tronic Corporation (the “Company”) was held on November 25, 2024 at which shareholders voted on proposals as follows:
| For | Votes Withheld | Broker Non-Votes | ||||||||||||||||||||||||
| Proposal 1: | Election of Directors | |||||||||||||||||||||||||
| James R. Bean | 5,703,639 | 499,899 | 2,173,543 | |||||||||||||||||||||||
| Cheryl Beranek | 5,874,332 | 329,206 | 2,173,543 | |||||||||||||||||||||||
| Craig D. Gates | 5,534,088 | 669,450 | 2,173,543 | |||||||||||||||||||||||
| Ronald F. Klawitter | 5,545,672 | 657,866 | 2,173,543 | |||||||||||||||||||||||
| Subodh K. Kulkarni | 5,787,241 | 416,297 | 2,173,543 | |||||||||||||||||||||||
| Brett R. Larsen | 5,870,199 | 333,339 | 2,173,543 | |||||||||||||||||||||||
| Yacov A. Shamash | 5,777,539 | 425,999 | 2,173,543 | |||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||
| Proposal 2: | Advisory vote to approve the compensation of the Company's named executive officers as disclosed in "Executive Compensation" in the Proxy Statement | 5,440,765 | 705,600 | 57,173 | 2,173,543 | |||||||||||||||||||||||||||
| For | Against | Abstain | ||||||||||||||||||||||||
| Proposal 3: | Ratification of the appointment of Moss Adams LLP as independent registered public accounting firm for fiscal year 2025 | 7,833,899 | 388,315 | 154,867 | ||||||||||||||||||||||
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| For | Against | Abstain | ||||||||||||||||||||||||
| Proposal 4: | Approval and ratification of the Key Tronic Corporation 2024 Incentive Plan | 4,932,252 | 1,220,891 | 50,395 | ||||||||||||||||||||||
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
| Exhibit Number | Description | ||||||||||
| 3.1 | |||||||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | ||||||||||
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SIGNATURES
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 hereunto duly authorized.
KEY TRONIC CORPORATION (Registrant) | ||||||||||||||||||||
| Date: December 2, 2024 | ||||||||||||||||||||
| By: | /s/ Anthony G. Voorhees | |||||||||||||||||||
| Anthony G. Voorhees, Executive Vice President of Administration, CFO and Treasurer | ||||||||||||||||||||
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