Appendix B
STRATTEC SECURITY CORPORATION
RESIGNATION POLICY FOR DIRECTOR NOMINEES IN
UNCONTESTED ELECTIONS
In
connection with the adoption of a majority voting standard for the election of director candidates to the Board of Directors (the
Board
) of STRATTEC SECURITY CORPORATION (the
Corporation
), the Board adopts this
Resignation Policy for Director Nominees in Uncontested Elections. As used herein, an uncontested election of directors is an election in which the number of nominees is not greater than the number of Board seats open for election, with
such determination being made as of the close of the applicable notice of director nomination period for the meeting based on whether one or more notice(s) of nomination were timely filed.
The Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board, shall nominate for election as a director,
and fill director vacancies, only with candidates who agree to tender, promptly following such persons failure to receive in an uncontested election of directors a greater number of votes for his or her election than votes
withheld from such election, an irrevocable resignation, to the extent an incumbent director, that will be effective upon Board acceptance of such resignation.
Accordingly, in an uncontested election of directors at an annual meeting of shareholders, an incumbent director nominee standing for election
who receives a greater number of votes withheld from his or her election than votes for his or her election will, within ten (10) business days following the certification of the shareholder vote, tender his or her
written resignation from the Board for consideration by the Nominating and Corporate Governance Committee and the Board, which resignation would be effective only upon its acceptance by the Board.
The Nominating and Corporate Governance Committee will consider such tendered resignation, considering such factors and circumstances as it may
deem relevant, and, within ninety (90) days following the date of the shareholders meeting, will make a recommendation to the Board concerning the acceptance or rejection of such tendered resignation. The Board will promptly disclose
its decision and, if applicable, the reasons for accepting or rejecting the tendered resignation, on Form
8-K
filed with the Securities and Exchange Commission. Relevant factors and circumstances may
include, without limitation, the stated reason(s), if any, as to why shareholders who cast withhold or for votes for the director did so, whether the Corporation would benefit from additional engagement with shareholders in
order to ascertain the underlying reason(s) for the vote results, alternatives for addressing the underlying reason(s) for the withhold votes, the directors qualifications and contributions, the Corporations ability to comply
with applicable law, stock exchange and other requirements, the best interests of the Corporation and its shareholders, and such other factors and circumstances as directors may deem appropriate to consider in such matter.
B-1