Document


UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  
Washington, D.C.  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): February 8, 2017


KEY TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)


OREGON
0-21820
93-0822509
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
 Identification No.)

150 Avery Street
Walla Walla, Washington 99362
(Address of principal executive offices) (Zip Code)

(509) 529-2161
(Registrant's telephone number, including area code)


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 provisions (see General Instruction A.2. below):


o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))










SECTION 5
CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.07
Submission of Matters to a Vote of Security Holders
 
 
 
The annual meeting of shareholders of the Company was held on February 8, 2017. A brief description of each 2017 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 2020 annual meeting of shareholders or until a successor is duly elected and qualified:
 
 
Votes For
Votes Withheld
Broker Non-Votes
 
Robert M. Averick
4,509,562
195,563
836,083
 
John J. Ehren
4,383,439
321,686
836,083
 
Richard Lawrence
4,183,580
521,545
836,083

 
Proposal 2 - The advisory (non-binding) proposal regarding approval of the fiscal 2016 compensation of the Company's named executive officers received the following vote:
 
Votes For:
4,410,293
 
 
 
Votes Against:
278,828
 
 
 
Abstentions:
16,004
 
 
 
Broker Non-Votes:
836,083
 
 

 
Proposal 3 - The advisory (non-binding) proposal regarding the frequency of advisory approval of the compensation of the Company's named executive officers received the following vote:
 
Votes For One Year:
4,568,483
 
 
 
Votes For Two Years:
96,482
 
 
 
Votes For Three Years:
23,846
 
 
 
Abstentions:
16,314
 
 
 
 
Proposal 4 - The ratification of the selection of Grant Thornton LLP to serve as the Company's independent registered public accountants for fiscal 2017 received the following vote:
 
Votes For:
5,538,979
 
 
 
Votes Against:
729
 
 
 
Abstentions:
1,500
 
 
 
Broker Non-Votes:
—
 
 








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 TECHNOLOGY, INC.
 
 
 
/s/ Jeffrey T. Siegal
 
Jeffrey T. Siegal
 
Senior Vice President and Chief Financial Officer


Dated: February 10, 2017