ktcc-20231026

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 26, 2023

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 26, 2023 at which shareholders voted on proposals as follows:


		For	Votes Withheld	Broker Non-Votes
Proposal 1:	Election of Directors
	James R. Bean	2,294,531	3,959,580	1,848,885
	Craig D. Gates	5,525,708	728,403	1,848,885
	Ronald F. Klawitter	5,375,179	878,932	1,848,885
	Subodh K. Kulkarni	5,465,641	788,470	1,848,885
	Yacov A. Shamash	4,776,832	1,477,279	1,848,885
	Patrick Sweeney	4,643,562	1,610,549	1,848,885


		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	4,593,744	1,598,650	61,717	1,848,885

For

Against

Abstain

Proposal 3:

Ratification of the appointment of Moss Adams LLP as independent registered public accounting firm for fiscal year 2023

7,605,401

455,546

42,049

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 1, 2023

By:

/s/ Brett R. Larsen

Brett R. Larsen, Executive Vice President
of Administration, CFO and Treasurer

Key Tronic Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders