Independent
Tenure on this board
20.0 yrs
7 nominees · 5 ballot items.
Shareholders will elect seven directors, vote on executive compensation and the frequency of future executive-compensation votes, ratify Baker Tilly US, LLP as the independent registered public accounting firm, and transact other properly presented business.
Elect seven nominees to serve as directors until the next annual meeting and until their successors are elected and qualified.
Approve, on a nonbinding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement.
Proposal 2 asks shareholders to approve, on a nonbinding advisory basis, the compensation paid to Key Tronic’s named executive officers as disclosed under the SEC executive-compensation rules. The resolution covers the overall compensation program rather than any single salary, bonus, equity award, or benefit. Management is seeking approval to obtain shareholder feedback on the design and outcomes of its executive-pay practices. The Company states that compensation is intended to encourage creation of shareholder value and achievement of strategic corporate objectives. It also says its package is designed to attract and retain qualified personnel while considering industry sector, company size, performance, geographic location, individual responsibilities, and individual performance. The disclosed program includes base salary, annual cash incentive opportunities, long-term cash incentive awards, restricted stock units, and standard benefits. Fiscal 2026 performance was measured under the annual incentive program using profit before taxes, but no annual or long-term cash incentive compensation was paid for that year. The Company also describes a shift from stock appreciation rights to restricted stock units and performance-based vesting tied in part to EBITDA thresholds. The vote is advisory and therefore does not bind the Company, the Board, or the Compensation Committee, although the Committee says it will evaluate whether action is needed if there is significant opposition. The Board recommends FOR approval because it believes the program aligns management interests with shareholder and strategic objectives without encouraging excessive risk-taking.
Recommend whether future advisory votes on named executive officer compensation should occur every one, two, or three years.
Proposal 3 asks shareholders to express a nonbinding preference for how often the Company should hold future advisory votes on named executive officer compensation. The available substantive choices are once every one year, two years, or three years, with abstention also available on the proxy card. This is a frequency vote rather than a vote approving or rejecting the compensation program itself. The Board recommends an annual frequency and characterizes that recommendation as the most appropriate option for Key Tronic. Management’s rationale is that annual voting gives shareholders regular and comprehensive opportunities to provide input on executive-compensation programs and practices. The recommendation also reflects the Company’s stated view that shareholder input is valuable on corporate-governance and compensation matters. The vote is advisory and does not bind the Company, the Board, or the Compensation Committee. Even if another frequency receives the most votes, the Board may later determine that a different schedule is in the Company’s and shareholders’ best interests. The proposal is required as part of the recurring shareholder vote on say-on-pay frequency, which must occur at least once every six years. The disclosed compensation context includes annual and long-term incentive programs and equity awards, making the timing of shareholder feedback relevant to oversight of those practices. The Board therefore asks shareholders to select one year as the preferred interval.
Ratify the Audit Committee’s appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for fiscal year 2027.
Transact any other business that may properly come before the annual meeting or any adjournments or postponements.
Proposal 5 is a standard catch-all authorization concerning any other business that may properly come before the annual meeting. The notice does not identify a specific additional matter currently expected to be presented. The Company states that the Board knows of no other business that will be presented. If another matter is properly brought before the meeting, the appointed proxies are intended to vote according to the judgment of the persons voting those proxies. This item is procedural rather than a substantive management initiative. It can preserve flexibility to address matters that satisfy applicable meeting and procedural requirements. The filing does not describe any shareholder proponent or separate supporting argument. The Board does not state a FOR or AGAINST recommendation for this item. Accordingly, the recommendation is recorded as none rather than inferred. The proposal remains subject to the proxy holders’ fiduciary and procedural judgment if an eligible matter arises.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 14.57% | 1,582,582 | $4M |
| 2 | Tieton Capital Management, LLC | 6.99% | 758,695 | $2M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.28% | 682,242 | $2M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.97% | 430,765 | $1M |
| 5 | SEI INVESTMENTS CO | 3.18% | 345,650 | $944K |
| 6 | Moors Cabot, Inc. | 1.56% | 169,200 | $462K |
| 7 | BlackRock, Inc. | 0.90% | 97,263 | $266K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.89% | 96,827 | $264K |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 0.82% | 89,400 | $244K |
| 10 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.57% | 62,200 | $170K |
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