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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) January 4, 2024
 
Key Tronic Corporation
(Exact name of registrant as specified in its charter)
 
Washington 0-1155991-0849125
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		(IRS Employer
Identification No.)
4424 North Sullivan RoadSpokane Valley,Washington99216
(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):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐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:
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).
 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.☐


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Departure of Certain Officers; Appointment of Certain Officers

On January 4, 2024,Craig D. Gates, the President and Chief Executive Officer and member of the Board of Directors (the “Board”) of Key Tronic Corporation (the “Company”), notified the Board of his decision to retire as President and Chief Executive Officer effective June 30, 2024. Mr. Gates expects to remain as a member of the Board following his retirement, and the Company intends to enter into an agreement with Mr. Gates pursuant to which he will provide certain consulting services to the Company following his retirement. The Company has not yet determined the terms of Mr. Gates’ consulting arrangement.

On January 4, 2024, the Board appointed Brett R. Larsen, the Company’s Executive Vice President of Administration, Chief Financial Officer and Treasurer, to succeed Mr. Gates as the Company’s President and Chief Executive Officer effective upon Mr. Gates’ retirement on June 30, 2024. The Board also appointed Mr. Larsen as Chief Operating Officer, effective immediately, during the transition period until Mr. Gates’ retirement. The Company has not yet determined the terms of Mr. Larsen’s compensation as President and Chief Executive Officer.

On January 4, 2024, the Board appointed Anthony G. Voorhees, the Company’s Vice President of Finance and Controller, to succeed Mr. Larsen as the Company’s Executive Vice President of Administration, Chief Financial Officer and Treasurer effective on June 30, 2024. The Company has not yet determined the terms of Mr. Voorhees’ compensation as Executive Vice President of Administration, Chief Financial Officer and Treasurer.

There are no arrangements or understandings between Mr. Larsen or Mr. Voorhees and any other person pursuant to which Mr. Larsen or Mr. Voorhees was selected as an officer, there are no family relationships between Mr. Larsen or Mr. Voorhees and any director or other officer of the Company, and there are no related party transactions between the Company and Mr. Larsen or Mr. Voorhees.

Mr. Larsen, age 50, has served as Executive Vice President of Administration, Chief Financial Officer, and Treasurer since July 2015. Previously, he was Vice President of Finance and Controller from February 2010 to July 2015. He was Chief Financial Officer of FLSmidth Spokane, Inc. from December 2008 to February 2010. From October 2005 through November 2008, Mr. Larsen served as Controller of Key Tronic Corporation. From May 2004 to October 2005, Mr. Larsen served as Manager of Financial Reporting of Key Tronic Corporation. From 2002 to May 2004, Mr. Larsen was an audit manager for the public accounting firm BDO USA, LLP. He also held various auditing and supervisory positions with Grant Thornton LLP from 1997 to 2002. Mr. Larsen has a Bachelor of Science degree in Accounting and a Masters degree in Accounting from Brigham Young University and is a Certified Public Accountant.

Mr. Voorhees, age 50, has been Vice President of Finance and Controller since November 2021. Previously, he was Director of Finance and Controller from July 2019 to November 2021 and Secretary from January 2021 to January 2023. He was Senior Manager of Corporate Finance for the company since July 2015 and Manager of Financial Reporting since April 2014. Before joining Key Tronic, Mr. Voorhees worked at Coldwater Creek from August 2007 to March 2010 as their Senior Financial Reporting Accountant. Prior to that, he worked at Moss Adams LLP as Senior Assurance Associate from November 2004 to August 2007. Between September of 2001 and August of 2004, Mr. Voorhees held senior level accounting positions at Boise State University and Idaho State Department of Agriculture. He has a bachelor degree in Accounting from the University of Idaho and is a Certified Public Accountant.

Departure of Directors; Election of Directors

On January 4, 2024, Patrick Sweeney, Chair of the Board, notified the Board of his decision to retire and resign as a director of the Board and as a member of the Audit Committee, Compensation and Administration Committee and Governance and Nominating Committee, effective January 4, 2024. Mr. Sweeney has agreed to serve as director emeritus of the Board following his retirement. As a director emeritus, Mr. Sweeney may attend Board and committee meetings by invitation, exclusive of executive sessions, and participate in discussions in an advisory capacity, but he will not have voting rights on matters before the Board. Upon Mr. Sweeney’s retirement, Ronald F. Klawitter shall act as Chair of the Board.

On January 4, 2024, the Board appointed Cheryl Beranek as a director of the Board, effective January 4, 2024, to fill the vacancy resulting from Mr. Sweeney’s retirement. Ms. Beranek will serve as a director for the remainder of Mr. Sweeney’s term, until the Company’s next annual meeting of shareholders. The Board has not yet determined Ms. Beranek’s committee assignments.

The Board has determined that Ms. Beranek is “independent” within the meaning of the applicable Nasdaq Listing Rules. There are no arrangements or understandings between Ms. Beranek and any other person pursuant to which she was selected as a
2

director, there are no family relationships between Ms. Beranek and any director or other officer of the Company, and there are no related party transactions between the Company and Ms. Beranek.

The Company expects that Ms. Beranek’s compensation for serving as a non-employee director will be consistent with the Company’s existing non-employee director compensation program.

Ms. Beranek, age 61, has been President, Chief Executive Officer and a director of Clearfield, Inc., a publicly held company that designs, manufactures and distributes fiber optic management, protection and delivery products for communications networks. Ms. Beranek was a member of the board of directors of publicly-traded CyberOptics Corporation, a developer and manufacturer of high precision sensors and inspection systems for the semiconductor and electronics industry, from May 2020 until its acquisition in November 2022. Ms. Beranek holds a Bachelor of Science degree from Southwest Minnesota State University and a Master of Science degree from North Dakota State University.

A copy of the press release announcing the foregoing changes is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
Exhibit Number  Description
99.1  
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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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.
 
  
KEY TRONIC CORPORATION
(Registrant)
Date: January 9, 2024   
  By: /s/ Brett R. Larsen
   Brett R. Larsen, Executive Vice President
of Administration, CFO and Treasurer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
 
CONTACTS: Brett LarsenMichael Newman
 Chief Financial OfficerInvestor Relations
 Key Tronic CorporationStreetConnect
 (509) 927-5500(206) 729-3625

KEY TRONIC CORPORATION ANNOUNCES LEADERSHIP SUCCESSION PLANS

•President and Chief Executive Officer Craig D. Gates to retire
•Brett R. Larsen to be promoted immediately to Chief Operating Officer, and to President and Chief Executive Officer on June 30, 2024
•Anthony (“Tony”) G. Voorhees to be promoted to Executive Vice President of Administration, Chief Financial Officer and Treasurer on June 30, 2024
•Chairman of the Board Patrick Sweeney retiring from the Board of Directors; continuing to serve the Company in an emeritus status
• Board Member Ronald F. Klawitter to act as Chairman of the Board
•Cheryl Berenak, founding member and CEO of Clearfield Communications, appointed as a new member of the Board

Spokane Valley, WA (January 9, 2024)—Key Tronic Corporation (Nasdaq: KTCC) today announced that effective June 30, 2024, its Board of Directors has named Brett R. Larsen to succeed Craig D. Gates as the Company’s President and Chief Executive Officer. Mr. Gates will retire from the Company effective June 30, 2024, but expects to remain a member of the Company’s Board of Directors. Mr. Larsen, who has served as the Company’s Executive Vice President of Administration, Chief Financial Officer, and Treasurer since July 2015, joined the Company in May 2004 and has assumed ever-increasing roles and responsibilities over the past 20 years. Tony Voorhees will also be promoted to Executive Vice President of Administration, Chief Financial Officer, and Treasurer on June 30, 2024.

In addition, Patrick Sweeney retired from the Board and his role as Chairman on January 4, 2024. In his stead, the Board has nominated director Ronald F. Klawitter to act as Chairman until the next Annual Meeting of the Shareholders. In addition, the Board welcomed Cheryl Berenak, founding member and CEO of Clearfield Communications Inc., to the Board on January 4, 2024. Her insight and experience will make valuable contributions to the Board and governance of the Company.

Patrick Sweeney said, “On behalf of the Board of Directors and the entire company, I want to thank Craig for his tremendous leadership and numerous accomplishments during his 30 years of dedicated service to Keytronic. During Craig’s tenure as President and CEO, the last fifteen years, the Company has more than tripled its revenue; more than doubled its facility space; opened a new factory in DaNang Vietnam; developed a world-class design engineering department; and launched dozens of new products in each of its factories. Craig has mentored and created a very strong management team and led the company through a period of unprecedented growth. I am excited about Craig’s opportunity to continue to serve on the Board of Directors and look forward to his continuing contributions to the Company’s success.

Craig has done a tremendous job preparing Brett for his role as CEO by increasing his responsibilities over the years to expose him to aspects of the company that are well beyond the typical finance functions. The company is well prepared for this leadership transition, and the Board remains highly confident in Brett’s ability to create long-term value for our shareholders.”



Mr. Gates stated, “It has been a privilege and an honor to be a part of the Keytronic team for the past 30 years and to serve as its President and CEO for the past fifteen years. I am supported by a talented and dedicated team and will cherish the friendships and memories and look forward to continuing my service on the Board. I am pleased the Board has elected Brett to succeed me upon my retirement. During my tenure, Brett and I have worked very closely, and he has been a critical member of the management team and strategies over the years. I am confident Brett and his team will continue to execute our strategic plan and take the company to new heights. The Board and I believe Brett is the right person to lead Keytronic through its next chapter.”

Mr. Larsen said, “I am honored and excited to be chosen as the next President and CEO of Keytronic. I thank Craig for his tremendous leadership, vision and mentorship, and the Board for their confidence, guidance and support. We have a tremendous team at Keytronic, and I am looking forward to working alongside them to chart our path forward for the benefit of our employees, customers, and shareholders.”

About Keytronic

Keytronic is a leading contract manufacturer offering value-added design and manufacturing services from its facilities in the United States, Mexico, China, and Vietnam. The Company provides its customers with full engineering services, materials management, worldwide manufacturing facilities, assembly services, in-house testing, and worldwide distribution. Its customers include some of the world’s leading original equipment manufacturers. For more information about Keytronic, visit: www.keytronic.com.

Forward-Looking Statements

Some of the statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to, those including such words as aims, anticipates, believes, continues, estimates, expects, hopes, intends, plans, predicts, projects, targets, or will, similar verbs, or nouns corresponding to such verbs, which may be forward-looking. Forward-looking statements also include other passages that are relevant to expected future events, performances, and actions or that can only be fully evaluated by events that will occur in the future. Forward-looking statements in this release include, without limitation, the Company’s statements regarding its leadership succession planning, including proposed retirements and promotions; creation of shareholder, customer, and employee value; and strategic plans. There are many factors, risks and uncertainties that could cause actual results to differ materially from those predicted or projected in forward-looking statements, including but not limited to: the future of the global economic environment and its impact on our customers and suppliers; the availability of components from the supply chain; the availability of a healthy workforce; the accuracy of suppliers’ and customers’ forecasts; development and success of customers’ programs and products; timing and effectiveness of ramping of new programs; success of new-product introductions; the risk of legal proceedings or governmental investigations relating to the subject of the internal investigation by the Company’s Audit Committee and related or other unrelated matters; acquisitions or divestitures of operations or facilities; technology advances; changes in pricing policies by the Company, its competitors, customers or suppliers; impact of new governmental legislation and regulation, including tax reform, tariffs and related activities, such trade negotiations and other risks; and other factors, risks, and uncertainties detailed from time to time in the Company’s SEC filings.




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v3.23.4
Cover Page
Jan. 04, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 04, 2024
Entity Registrant Name Key Tronic Corp
Entity Incorporation, State or Country Code WA
Entity File Number 0-11559
Entity Tax Identification Number 91-0849125
Entity Address, Address Line One 4424 North Sullivan Road
Entity Address, City or Town Spokane Valley,
Entity Address, State or Province WA
Entity Address, Postal Zip Code 99216
City Area Code 509
Local Phone Number 928-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000719733
Title of 12(b) Security Common Stock, no par value
Trading Symbol KTCC
Security Exchange Name NASDAQ
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