Key Tronic Corporation
12/02/2024 | Press release | Distributed by Public on 12/02/2024 10:27
Proxy Results Form 8 K
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On November 25, 2024, the Board of Directors of Key Tronic Corporation (the "Company") approved amended and restated By-Laws of the Company, effective immediately (as so amended and restated, the "By-Laws"). Among other things, the amendments to the By-Laws:
•update the notice period for shareholders to bring matters before the annual, or any special, meeting of shareholders (the "advance notice provisions") to be not earlier than the 120thday and not later than the 90thday prior to the first anniversary of the preceding year's annual meeting;
•add procedural and informational requirements for a shareholder proposing business or a nominee for election as a director under the advance notice provisions, including to verify, update or supplement required information;
•clarify the Board's authority to determine whether a shareholder's proposal brought under the advance notice provisions is proper for action at the annual meeting; and
•incorporate certain ministerial, modernizing, clarifying and conforming changes.
As a result of the amendments summarized above, if a shareholder intends to present a proposal of business or a nominee for election as a director at the Annual Meeting of Shareholders of the Company to be held in 2025 pursuant to the advance notice provisions of the Bylaws, the Company's Secretary must receive written notice of such proposal or nomination that complies with the advance notice provisions no earlier than July 28, 2025 and no later than August 27, 2025.
The foregoing description is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.