2-7-2013 Shareholder Mtg


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 7, 2013


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 GOVERANCE AND MANAGEMENT
ITEM 5.07
Submission of Matters to a Vote of Security Holders
 
 
 
The annual meeting of shareholders of Key Technology, Inc. ("the Company") was held on February 7, 2013. A brief description of each proposal voted on at the annual meeting and the final 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 2016 annual meeting of shareholders or until a successor is duly elected and qualified:
 
 
Votes For
Votes Withheld
Broker Non-Votes
 
John E. Pelo
3,478,078
126,570
944,713
 
Charles H. Stonecipher
3,470,276
134,372
944,713
 
Proposal 2 - The advisory (non-binding) proposal regarding the 2012 compensation of the Company's named executive officers received the following vote:
 
Votes For:
3,333,916

 
 
 
Votes Against:
65,041

 
 
 
Abstentions:
205,691

 
 
 
Broker Non-Votes:
944,713

 
 

 
Proposal 3 - The ratification of the selection of Grant Thornton LLP to serve as the Company's independent registered public accountant for fiscal 2013 received the following vote:
 
Votes For:
4,546,942

 
 
 
Votes Against:
2,329

 
 
 
Abstentions:
90

 
 
 
Broker Non-Votes:
0

 
 


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/ John J. Ehren
 
John J. Ehren
 
President and Chief Executive Officer


Dated: February 11, 2013