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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 29, 2026
Key Tronic Corporation
(Exact name of registrant as specified in its charter)
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| Washington | | 0-11559 | | 91-0849125 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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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).
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| 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. | ¨
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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:
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| | | | 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:
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| | | | 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:
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| | | | 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 | | | | |
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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:
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| | | | 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 |
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
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| Exhibit Number | | Description | |
| 104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |
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.
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| | | | KEY TRONIC CORPORATION (Registrant) |
| Date: November 3, 2026 | | | | | | |
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| | | | By: | | /s/ Anthony G. Voorhees |
| | | | | | Anthony G. Voorhees, Executive Vice President of Administration, CFO and Treasurer |