Key Tronic (KTCC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 29, 2026, at the company’s principal executive offices in Spokane Valley, WA.

• Shareholders as of September 14, 2026, are entitled to vote on key proposals including director elections, executive compensation, and auditor ratification.

• Proxy materials and the 2026 Annual Report are available online for shareholder review.

Voting matters and shareholder proposals

• Seven directors are up for election to serve until the next annual meeting.

• Advisory votes will be held on executive compensation and the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Ratification of Baker Tilly US, LLP as independent auditor for fiscal 2027 is proposed.

• Shareholder proposals for the 2027 meeting must be submitted by June 3, 2027, for proxy inclusion.

Board of directors and corporate governance

• Board consists of seven nominees with diverse backgrounds in management, finance, and technology.

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

• Board met five times in fiscal 2026, with full attendance by all directors.

• Board leadership separates the roles of CEO and Chair; risk oversight is managed through Board committees.

• Written Code of Conduct and Insider Trading Policy are in place, with a Clawback Policy compliant with SEC and Nasdaq standards.