Key Tronic (KTCC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 25, 2024, to elect seven directors, approve executive compensation, ratify the auditor, and approve a new incentive plan.

• Shareholders of record as of October 23, 2024, are entitled to vote; 10,761,871 shares outstanding.

• Proxy materials and annual report are available online; shareholders encouraged to vote by proxy or in person.

Voting matters and shareholder proposals

• Proposals include: election of seven directors, advisory vote on executive compensation, ratification of Moss Adams LLP as auditor for FY2025, and approval of the 2024 Incentive Plan.

• Shareholder proposals for the 2025 meeting must be submitted by July 4, 2025, for inclusion in proxy materials.

• Universal proxy rules require notice for alternative director nominations by September 26, 2025.

Board of directors and corporate governance

• All directors except the current and former CEO are independent under Nasdaq rules.

• Board met five times in FY2024; 100% attendance by all directors.

• Board leadership separates CEO and Chair roles; succession planning and risk oversight are ongoing priorities.

• Three standing committees: Audit, Compensation and Administration, and Governance and Nominating, each with written charters.

• Board diversity matrix disclosed per Nasdaq requirements.