KEY TECHNOLOGY, INC. (NASDAQ:KTEC) Files An 8-K Termination of a Material Definitive Agreement

KEY TECHNOLOGY, INC. (NASDAQ:KTEC) Files An 8-K Termination of a Material Definitive Agreement
Item 5.07Termination of a Material Definitive Agreement

Effective February 9, 2018, the Key Technology Inc. (the "Company") Restated 1996 Employee Stock Purchase Plan was terminated to the terms of the Agreement and Plan of Merger (the "Merger Agreement") among the Company; Duravant LLC, a Delaware limited liability company ("Duravant"); and Cascade Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Duravant. The Merger Agreement was previously filed with and described in a Form 8-K filed with the SEC on January 31, 2018.

The foregoing is a general description of certain terms of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement attached as Exhibit 2.1 to Form 8-K filed on January 31, 2018.

Item 5.07Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective February 7, 2018, the Company's Board of Directors adopted an amendment (the "Amendment") to the Company's Amended and Restated Bylaws. The Amendment provides that Sections 60.801 to 60.816 of the Oregon Business Corporation Act, also known as the "Oregon Control Share Act," do not apply to acquisitions of the Company's voting shares.

The foregoing is a general description of the Amendment and is qualified in its entirety by the text of the Amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of the Company was held on February 7, 2018. A brief description of each proposal voted on at the annual meeting and the number of votes cast for, against, withheld and broker non-votes on each proposal is set forth below.

Proposal 1 – The following persons were elected to the Company's Board of Directors to hold office until the 2021 annual meeting of shareholders or until a successor is duly elected and qualified:

Votes For

Votes Withheld

Broker Non-Votes

Michael L. Shannon

4,462,934

90,706

809,474

Donald A. Washburn

4,462,934

90,706

809,474

Proposal 2 – The advisory (non-binding) proposal regarding approval of the fiscal 2017 compensation of the Company's named executive officers received the following vote:

Votes For:

4,511,085

Votes Against:

37,755

Abstentions:

4,800

Broker Non-Votes:

809,474

Proposal 3 – The ratification of the selection of Grant Thornton LLP to serve as the Company's independent registered public accountants for fiscal 2018 received the following vote:

Votes For:

5,357,423

Votes Against:

1,520

Abstentions:

4,171

Broker Non-Votes:

Item 5.07Financial Statements and Exhibits

(d) Exhibits.

3.1

Amendment to the Amended and Restated Bylaws of Key Technology, Inc., dated February 7, 2018.

10.1

Form of Indemnity Agreement


KEY TECHNOLOGY INC Exhibit
EX-3.1 2 exhibit31.htm EXHIBIT 3.1 – AMENDMENT TO BYLAWS Exhibit Exhibit 3.1KEY TECHNOLOGY,…
To view the full exhibit click here

About KEY TECHNOLOGY, INC. (NASDAQ:KTEC)

Key Technology, Inc. is a supplier of process automation solutions to the food processing industry and other industries, such as tobacco and pharmaceuticals. The Company designs, manufactures, sells and services automation equipment that processes product streams of discrete pieces. These systems integrate electro-optical automated inspection and digital sorting systems with other processing systems that include specialized conveying and preparation equipment. The Company provides parts and service for each of its product lines to customers around the world. Its automated inspection systems are used in various applications to detect and remove defects and foreign material from the product stream. It offers conveying and processing equipment, which are utilized throughout various industries to move and process product within a production plant. Its Integrated Solutions Group (ISG) provides integrated whole-line solutions. It has an installed base of inspection and processing systems.

An ad to help with our costs