KEY TRONIC CORP
For the period ended Mar 29, 2025. Filed May 13, 2025.
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Mar 29, 2025 · Filed May 13, 2025
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Other Information
Item 5. Other Information
Insider Trading Arrangements
During the fiscal quarter ended March 29, 2025, none of the Company’s directors or officers adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as defined in Regulation S-K, Item 408.
Compensation Arrangements
As part of its continuing effort to reduce costs, Key Tronic Corporation (the “Company”) announced on May 12, 2025 that its executive leadership team has agreed to a voluntary 10% temporary reduction in their base salaries, including with respect to the base salaries of Brett Larsen, the Company’s President and Chief Executive Officer, Anthony Voorhees, the Company’s Executive Vice President of Administration, Chief Financial Officer and Treasurer, and Philip Hochberg, the Company's Executive Vice President of Customer Relations and Integration. These voluntary salary reductions will go into effect on May 18, 2025 and will not modify other rights under any agreements or impact annual and long-term incentives, and benefit eligibility. In addition, the Company’s Board of Directors has elected to take a voluntary 10% temporary reduction in the amount of the annual cash retainer payable to each non-employee director of the Company.
Term Loan and Credit Agreement Modification
On May 13, 2025, the Company, certain domestic subsidiaries (as co-borrowers or guarantors), Callodine, and certain financial institutions entered into a first amendment and limited waiver to the Term Loan (the “Term Amendment”). The Term Amendment waived an existing event of default relating to non-compliance with minimum required earnings before interest, depreciation, amortization, and other adjustments for the period ending March 29, 2025. The Term Amendment adds an additional reporting requirement, and requires minimum earnings before interest, taxes, depreciation, amortization, and other adjustments only if average daily availability for the applicable fiscal quarter is less than 12.5% of the combined borrowing base.
On May 13, 2025, the Company, certain domestic subsidiaries (as co-borrowers or guarantors), BMO Bank N.A, and certain financial institutions entered into a first amendment and limited waiver to the Credit Agreement (the “ Credit Amendment”). The Credit Amendment waived an existing event of cross-default that was created by the event of default on the Term Loan. The Credit Amendment adds an additional reporting requirement.
The foregoing description is not complete and is qualified in its entirety by reference to the Term Amendment and the Credit Amendment, which are filed herewith as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.
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