Key Tronic (KTCC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 23, 2025, to elect seven directors, approve executive compensation, and ratify the appointment of Baker Tilly US, LLP as auditor.

• Record date for voting is September 9, 2025, with 10,773,774 shares outstanding.

• Shareholders can vote by proxy, in person, online, or by phone.

Voting matters and shareholder proposals

• Proposals include election of seven directors, advisory vote on executive compensation, and ratification of auditor.

• Shareholder proposals for the 2026 meeting must be submitted by May 19, 2026, for proxy inclusion.

• Universal proxy rules require notice for alternative director nominees by August 24, 2026.

Board of directors and corporate governance

• Board met seven times in fiscal 2025; all directors attended at least 85% of meetings.

• All directors except the current and former CEOs are independent per Nasdaq rules.

• Board leadership separates CEO and Chair roles; three standing committees: Audit, Compensation, and Governance.

• Succession planning and executive sessions held; Code of Conduct and Insider Trading Policy in place.

• Shareholders may communicate with the Board via certified mail.