[8-K] KEY TRONIC CORP Reports Material Event

Rhea-AI Filing Summary

Key Tronic Corporation (KTCC) reported the results of its Annual Meeting held on October 23, 2025. Shareholders voted on the election of seven directors, an advisory vote on executive compensation, and the ratification of the independent auditor.

Director elections received the following votes For/Withheld (broker non-votes 2,101,544 for each nominee): James R. Bean 4,036,092/1,651,414; Cheryl Beranek 5,014,299/673,207; Craig D. Gates 4,092,839/1,594,667; Ronald F. Klawitter 4,083,650/1,603,856; Subodh K. Kulkarni 4,110,586/1,576,920; Brett R. Larsen 5,297,478/390,028; Yacov A. Shamash 4,087,829/1,599,677.

On “say-on-pay,” votes were 3,989,198 For, 1,650,517 Against, and 47,791 Abstain, with 2,101,544 broker non-votes. Shareholders cast 7,251,291 votes For ratifying Baker Tilly US LLP as independent auditor for fiscal year 2026, with 523,797 Against and 13,962 Abstain.

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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 23, 2025

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 23, 2025 at which shareholders voted on proposals as follows:

 

												For						Votes Withheld						Broker Non-Votes
Proposal 1:						Election of Directors
						James R. Bean						4,036,092						1,651,414						2,101,544
						Cheryl Beranek						5,014,299						673,207						2,101,544
						Craig D. Gates						4,092,839						1,594,667						2,101,544
						Ronald F. Klawitter						4,083,650						1,603,856						2,101,544
						Subodh K. Kulkarni						4,110,586						1,576,920						2,101,544
						Brett R. Larsen						5,297,478						390,028						2,101,544
						Yacov A. Shamash						4,087,829						1,599,677						2,101,544

												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						3,989,198						1,650,517						47,791						2,101,544

For

Against

Abstain

Proposal 3:

Ratification of the appointment of Baker Tilly US LLP as independent registered public accounting firm for fiscal year 2026

7,251,291

523,797

13,962

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

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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: October 24, 2025

By:

/s/ Anthony G. Voorhees

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

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FAQ

What did KTCC shareholders vote on at the October 23, 2025 meeting?

Elections for seven directors, an advisory vote on executive compensation, and ratification of Baker Tilly US LLP as independent auditor for fiscal 2026.

How did KTCC shareholders vote on the auditor ratification?

Votes were 7,251,291 For, 523,797 Against, and 13,962 Abstain to ratify Baker Tilly US LLP for fiscal year 2026.

What were the KTCC say-on-pay results?

Executive compensation received 3,989,198 For, 1,650,517 Against, 47,791 Abstain, and 2,101,544 broker non-votes.

What were the KTCC director election vote totals?

For/Withheld (broker non-votes 2,101,544 each): Bean 4,036,092/1,651,414; Beranek 5,014,299/673,207; Gates 4,092,839/1,594,667; Klawitter 4,083,650/1,603,856; Kulkarni 4,110,586/1,576,920; Larsen 5,297,478/390,028; Shamash 4,087,829/1,599,677.

What is KTCC’s trading symbol and exchange?

KTCC trades on the NASDAQ Global Market.

When was the KTCC annual meeting held?

October 23, 2025.