Key Tronic shareholders back executive pay in advisory vote

Brett R. Larsen received 4,589,491 votes for election to the board.

Available on EDGAR 11/03/2026 - 05:23 PM EST Accepted by SEC EDGAR 11/03/2026 - 05:23 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Key Tronic Corporation shareholders elected board nominees James R. Bean, Cheryl Beranek, Craig D. Gates, Ronald F. Klawitter, Subodh K. Kulkarni, Brett R. Larsen and Yacov A. Shamash at the October 29, 2026 annual meeting. They will serve until the next annual meeting and until their successors are elected and qualified.

Shareholders approved named executive officer compensation on a non-binding advisory basis, approved a one-year frequency for future advisory compensation votes, and ratified Baker Tilly US LLP as independent registered public accounting firm for fiscal year 2027. The compensation proposal received 3,228,400 votes for and 1,963,493 against; the one-year frequency received 4,197,681 votes; auditor ratification received 6,891,285 votes for.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Compensation proposal votes for: 3,228,400 votes Compensation proposal votes against: 1,963,493 votes One-year frequency votes: 4,197,681 votes +4 more

7 metrics

Compensation proposal votes for 3,228,400 votes Named executive officer compensation advisory vote

Compensation proposal votes against 1,963,493 votes Named executive officer compensation advisory vote

One-year frequency votes 4,197,681 votes Advisory vote on future executive compensation vote frequency

Two-year frequency votes 37,926 votes Advisory vote on future executive compensation vote frequency

Three-year frequency votes 1,060,328 votes Advisory vote on future executive compensation vote frequency

Auditor ratification votes for 6,891,285 votes Baker Tilly US LLP appointment for fiscal year 2027

Brett R. Larsen election votes for 4,589,491 votes Board of Directors election

Key Terms

Broker Non-Votes, non-binding advisory basis, independent registered public accounting firm

3 terms

Broker Non-Votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis regulatory

"approved, on a non-binding advisory basis"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm technical

"as independent registered public accounting firm for fiscal year 2027"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did KTCC shareholders vote on executive compensation?

Shareholders approved the named executive officer compensation proposal on a non-binding advisory basis, with 3,228,400 votes for, 1,963,493 against and 90,178 abstentions; there were 2,136,874 broker non-votes.

Which accounting firm did KTCC shareholders approve for fiscal 2027?

Shareholders ratified Baker Tilly US LLP as the independent registered public accounting firm for fiscal year 2027, with 6,891,285 votes for, 519,577 against, 57,179 abstentions and 10,904 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false000071973300007197332026-10-292026-10-29

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) October 29, 2026

Key Tronic Corporation

(Exact name of registrant as specified in its charter)

Washington

0-11559

91-0849125

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4424 North Sullivan Road

Spokane Valley,

Washington

99216

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code (509) 928-8000

(Former name or former address, 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 provision (see General Instruction A.2. below):

☐ 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 each exchange on which registered
Common Stock, no par value			KTCC			NASDAQ Global Market

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).

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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Shareholders of Key Tronic Corporation (the “Company”) was held on October 29, 2026 at which shareholders voted on proposals as follows:

Proposal 1: All of the nominees for the Company’s Board of Directors were elected to serve until the Company’s next Annual Meeting of Shareholders and until their successors are elected and have qualified, by the votes set forth in the table below:

 

												For						Votes Withheld						Broker Non-Votes
Proposal 1:						Election of Directors
						James R. Bean						4,190,618						1,140,549						2,147,778
						Cheryl Beranek						4,312,145						1,019,022						2,147,778
						Craig D. Gates						4,261,566						1,069,601						2,147,778
						Ronald F. Klawitter						4,224,404						1,106,763						2,147,778
						Subodh K. Kulkarni						4,282,947						1,048,220						2,147,778
						Brett R. Larsen						4,589,491						741,676						2,147,778
						Yacov A. Shamash						4,223,861						1,107,306						2,147,778

Proposal 2: The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, by the votes set forth in the table below:

												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						3,228,400						1,963,493						90,178						2,136,874

Proposal 3: The Company’s shareholders approved a 1-year voting frequency, on a non-binding advisory basis, as the frequency of future non-binding advisory vote on the compensation of our named executive officers, by the votes set forth in the table below:

												One Year						Two Years						Three Years			Abstain						Broker Non-Votes
Proposal 3:						Advisory vote on the future frequency of an advisory vote on executive compensation.						4,197,681						37,926						1,060,328			35,232						2,147,778

Proposal 4: The appointment of Baker Tilly US LLP as the Company’s independent registered public accounting firm for the 2027 fiscal year was ratified by the Company’s shareholder, by the votes set forth in the table below:

												For						Against						Abstain						Broker Non-Votes
Proposal 4:						Ratification of the appointment of Baker Tilly US LLP as independent registered public accounting firm for fiscal year 2027						6,891,285						519,577						57,179						10,904

2

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

Exhibit Number						Description
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

3

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: November 3, 2026

By:

/s/ Anthony G. Voorhees

Anthony G. Voorhees, Executive Vice President of Administration, CFO and Treasurer

4

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.9 KB