KTII K-Tron International (MM)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934

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K-TRON INTERNATIONAL, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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TABLE OF CONTENTS

K-TRON INTERNATIONAL, INC.
Routes 55 and 553
P.O. Box 888
Pitman, New Jersey 08071-0888

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 14, 2009

Important Notice regarding the availability of Proxy Materials for our
Annual Meeting of Shareholders to be held on May 14, 2009

Our Proxy Statement and our Annual Report to Shareholders
are available at www.ktronshareholdersmeeting.com

To Our Shareholders:

          We are pleased to invite the shareholders of K-Tron International, Inc. to attend our 2009 Annual Meeting of Shareholders to be held on May 14, 2009 at 9:00 a.m., local time, at the Embassy Suites Conference Center, 670 Verdae Boulevard, Greenville, South Carolina. The meeting will address the following matters:

          (1) The election of one director to Class IV of our Board of Directors, to serve for a four-year term and until the election and qualification of his successor; and

          (2) Other business if properly raised.

          Only shareholders of record at the close of business on March 19, 2009 are entitled to notice of our Annual Meeting and to vote at our Annual Meeting and any adjournments or postponements thereof.

		By Order of the Board of Directors,
		Mary E. Vaccara
		Secretary

April 6, 2009

YOUR PROXY VOTE IS VERY IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO COMPLETE, SIGN AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 2009

          Our Board of Directors (sometimes called “our Board”) is soliciting proxies for the 2009 Annual Meeting of Shareholders (the “Annual Meeting”) of K-Tron International, Inc. (“K-Tron” or the “Company”) to be held on May 14, 2009 and any adjournments or postponements thereof. We are mailing this Proxy Statement and the enclosed Proxy Card to our shareholders on or about April 6, 2009.

          The costs incidental to our solicitation and obtaining of proxies, including the cost of reimbursing banks and brokers for forwarding proxy materials to their principals, will be borne by us. Proxies may be solicited, without extra compensation, by our officers and employees, both in person and by mail, telephone and other methods of communication.

          Our Annual Report to Shareholders for the fiscal year ended January 3, 2009, including consolidated financial statements and other information with respect to us and our subsidiaries, is being mailed to shareholders with this Proxy Statement. Our Annual Report is not part of this Proxy Statement.

AVAILABILITY OF PROXY MATERIALS

          Pursuant to new Securities and Exchange Commission rules, we have elected to provide access to our proxy materials by sending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet. Copies of this Proxy Statement and our 2008 Annual Report to Shareholders are available on our website at www.ktronshareholdersmeeting.com .

VOTING AT THE MEETING

          Only shareholders of record at the close of business on March 19, 2009 are entitled to notice of the Annual Meeting and to vote at the Annual Meeting. As of that date, we had outstanding 2,804,288 shares of our Common Stock. The holders of a majority of such shares, represented in person or by proxy, shall constitute a quorum at the Annual Meeting. A quorum is necessary before business may be transacted at the Annual Meeting except that, even if a quorum is not present, the shareholders present in person or by proxy shall have the power to adjourn the meeting from time to time until a quorum is present. Each shareholder entitled to vote shall have the right to one vote for each share of our Common Stock outstanding in such shareholder’s name.

          The shares of our Common Stock represented by each properly executed Proxy Card will be voted at the Annual Meeting in the manner directed therein by the shareholder signing such Proxy Card. The Proxy Card provides a space for a shareholder to vote for our Board’s nominee, or to withhold authority to vote for such nominee, for election as the Class IV director of our Board.

          The Class IV director is to be elected by a plurality of the votes cast at the Annual Meeting. The affirmative vote of a majority of the votes cast by shareholders entitled to vote thereon is required to take action on

any other matter that may properly be brought before the Annual Meeting, unless with respect to any other matter a greater percentage is required either by law or by our Restated Certificate of Incorporation or By-laws. With regard to the election of the Class IV director, votes may be cast in favor of or withheld from the nominee. Votes that are withheld will be excluded entirely from the vote and will have no effect. With regard to the approval of any other matter properly brought before the Annual Meeting, votes may be cast “for” or “against” or a shareholder may abstain from voting. In determining the number of votes cast with respect to any voting matter, other than the election of the Class IV director, only those cast “for” or “against” are included. Abstentions will be considered present and entitled to vote at the Annual Meeting but will not be counted as votes cast. Accordingly, abstentions will normally have no effect on the vote. In addition, where brokers submit proxies but are prohibited and thus refrain from exercising discretionary authority in voting shares on certain matters for beneficial owners who have not provided voting instructions with respect to such matters, commonly referred to as “broker non-votes”, those shares will also be considered present and entitled to vote at the Annual Meeting but will not be counted as votes cast as to such matters and thus, like abstentions, they will normally have no effect on the vote. Should a matter be presented that requires the vote of a certain percentage of our outstanding shares to be approved, either by law or by our Restated Certificate of Incorporation or By-laws, then in that case both an abstention and a broker non-vote would effectively be a vote against the proposal.

          If a signed Proxy Card is returned and the shareholder has given no direction regarding a voting matter, the shares will be voted with respect to that matter by the proxy agents as recommended by our Board of Directors or its Executive Committee. Execution and return of the enclosed Proxy Card will not affect a shareholder’s right to attend the Annual Meeting and vote in person. Any shareholder that executes and returns a Proxy Card has the right to revoke it by giving notice of revocation to our Secretary at any time before the proxy is voted.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

          The following table sets forth certain information as of March 19, 2009 (or as of such other dates as are indicated in footnotes 6 and 7 to such table) with respect to shares of our Common Stock beneficially owned by each of our directors and executive officers, all of our directors and executive officers as a group and each person we believe to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock. Except as indicated below, we understand that the shareholders listed in the table have sole voting and investment power with respect to the shares owned by them. The number of shares in the table below includes shares issuable upon the exercise of outstanding stock options to the extent that such options are exercisable by the director, executive officer or shareholder on or within 60 days after March 19, 2009. In the case of our directors and executive officers, the information below has been provided by such persons at our request.

						Percent of
		Number of Shares				Common Stock
Name of Individual or Identity of Group		of Common Stock				Outstanding
Directors and Executive Officers:
Edward B. Cloues, II (1)(2)			272,595				9.58	%
Kevin C. Bowen (1)			45,743				1.62	%
Lukas Guenthardt (1)(3)			41,797				1.48	%
Ronald R. Remick (1)			27,900				*
Richard J. Pinola (1)			18,314				*
Robert A. Engel (1)			12,500				*
Donald W. Melchiorre (4)			9,820				*
Norman Cohen (1)			4,469				*
Edward T. Hurd			3,500				*
All directors and executive officers as a group (9 persons) (5)			436,638				15.00	%

						Percent of
		Number of Shares				Common Stock
Name of Individual or Identity of Group		of Common Stock				Outstanding
Other 5% Shareholders:
D. F. Dent & Company, Inc. (6)			343,868				12.26	%
T. Rowe Price Associates, Inc. (7)			256,723				9.15	%

Related Shareholder Matters

          The following table sets forth certain information as of January 3, 2009, our fiscal year-end, with respect to our compensation plans under which equity securities are authorized for issuance.

Equity Compensation Plan Information

Number of securities remaining

Number of securities

Weighted-average

available for future issuance

to be issued upon exercise

exercise price of

under equity compensation plans

of outstanding options,

outstanding options,

(excluding securities

Plan Category

warrants and rights

warrants and rights

reflected in column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

117,000

$

13.72

179,500

Equity compensation plans not approved by security holders

0

$

0.00

0

Total

117,000

$

13.72

179,500

MATTERS CONCERNING DIRECTORS

Election of Directors

          Our Board of Directors currently consists of five directors and is classified with respect to terms of office into four classes. The Class IV director elected at the Annual Meeting will serve until the 2013 annual meeting of shareholders and until such director’s successor has been elected and qualified, except in the event of such director’s earlier death, resignation or removal. The terms of office of the Class I, Class II and Class III directors will expire at the annual meetings of shareholders to be held in 2010, 2011 and 2012, respectively, upon the election and qualification of their successors.

          Our Board has nominated Mr. Edward B. Cloues, II, who is currently a director of K-Tron, for election as the Class IV director. The persons named as proxy agents in the enclosed Proxy Card intend (unless instructed otherwise by a shareholder) to vote for the election of Mr. Cloues as the Class IV director. In the event that the nominee should become unable to accept nomination or election (a circumstance that our Board does not expect), the proxy agents intend to vote for any alternate nominee designated by our Board or its Executive Committee or, in the discretion of our Board or its Executive Committee, the position may be left vacant.

           Our Board unanimously recommends a vote FOR the Class IV nominee.

          Set forth below is certain information about the nominee proposed to be reelected as a director and each other person currently serving as a director of K-Tron whose term of office will continue after the Annual Meeting, including the class and term of office of each such person. This information has been provided by each director at our request.

           Class I — Director with Term Continuing until 2010

           Edward T. Hurd. Mr. Hurd has been a director since January 2002 and was most recently reelected at the 2006 annual meeting of shareholders. Mr. Hurd is the principal partner in Hurd Consulting, focusing on high technology business management (1996 to present). From 2001 to 2007, Mr. Hurd was also a partner in Curry & Hurd, specializing in acquisitions and divestitures and the management of distressed businesses, and from 2000 to 2007 he was also a partner in Customer Valunomics, which evaluated customer relationships and loyalty. From 1996 to January 2000, Mr. Hurd was a consultant to and Chairman of the Board of Moore Products Company. From 1990 to 1996, he served as President of Honeywell Industrial, a division of Honeywell Incorporated that specialized in turnkey systems for process automation applications and distributed computer automation systems. Mr. Hurd is 70 years of age.

           Class II — Director with Term Continuing until 2011

           Robert A. Engel. Mr. Engel has been a director since May 1999 and was most recently reelected at the 2007 annual meeting of shareholders. In January 2009, Mr. Engel was named Co-Head of Investment Banking and Capital Markets of Wachovia Capital Markets LLC, a Wells Fargo Company. From June 2008 to January 2009, he was Co-Head of Investment Banking and Capital Markets of Wachovia Securities, which was the trade name for the corporate, investment banking and capital markets businesses of Wachovia Corporation and certain of its subsidiaries and affiliates. From June 2005 to June 2008, Mr. Engel was a Managing Director and Head of Mergers and Acquisitions of Wachovia Securities. From 1999 to June 2005, Mr. Engel was a Managing Director and Partner of Gleacher Partners LLC, a financial advisory and investment banking firm, and from 1995 to 1999, he was the Managing Director-Head of Mergers and Acquisitions of Gleacher NatWest Inc., a predecessor firm. From 1986 to 1995, Mr. Engel worked in various capacities at the investment banking firms of Gleacher & Co., Inc., C. J. Lawrence, Morgan Grenfell, Inc. and Morgan Grenfell & Co. Ltd. Mr. Engel is 45 years of age.

           Class III — Directors with Terms Continuing until 2012

           Norman Cohen. Mr. Cohen has been a director since 1974 and was most recently reelected at the 2008 annual meeting of shareholders. From 1993 to June 1999, he was Chairman and Chief Executive Officer of Creative Contracting Associates, Inc., a clothing manufacturer, and he was a consultant to Maggy London International, a clothing company, from 1999 until his retirement in June 2000. Mr. Cohen is 82 years of age.

           Richard J. Pinola. Mr. Pinola has been a director since January 1994 and was most recently reelected at the 2008 annual meeting of shareholders. Since July 1, 2008, Mr. Pinola has been a Principal of GPS Investment Group LLC, a private investment firm. From January 2005 to June 2008, he was a Principal of Eric M. Godshalk & Co., a private investment firm. From June 1992 to December 2004, he was Chief Executive Officer of Right Management Consultants, Inc. (“Right”), a publicly-held global consulting firm specializing in career transition and organizational consulting services that was acquired by Manpower Inc. in January 2004, and he also was Chairman of the Board of Right from January 1994 to January 2004. Prior to joining Right, Mr. Pinola was President and Chief Operating Officer of Penn Mutual Life Insurance Company from March 1988 through September 1991 and a consultant from September 1991 until June 1992. He also is a director of BankRate, Inc., Corporate Property Associates 15 Incorporated, Corporate Property Associates 17 Incorporated, Corporate Property Associates 16 — Global Incorporated, Kenexa Corporation and Nobel Learning Communities, Inc. Mr. Pinola is 63 years of age.

           Class IV — Nominee with Term Continuing until 2013

           Edward B. Cloues, II. Mr. Cloues has been a director since July 1985 and was most recently reelected at the 2005 annual meeting of shareholders. He became Chairman of the Board and Chief Executive Officer of K-Tron on January 5, 1998. Prior to joining K-Tron in 1998, Mr. Cloues was a partner in the law firm of Morgan, Lewis & Bockius LLP. Mr. Cloues also is a director and non-executive Chairman of the Board of AMREP Corporation and a director of Penn Virginia Corporation and of Penn Virginia Resource GP, LLC, the general partner of Penn Virginia Resource Partners, L.P. Mr. Cloues is 61 years of age.

Committees and Meetings

          Our Board has an Executive Committee, an Audit Committee and a Compensation and Human Resources Committee. In addition to its regular duties which are described below, the Compensation and Human Resources Committee also administers our 2006 Equity Compensation Plan, subject to our Board’s right to appoint a separate committee of independent directors to administer that plan. During fiscal year 2008, the Board held eight meetings, the Audit Committee held five meetings, the Compensation and Human Resources Committee held five meetings and the Executive Committee did not hold any meetings. Each director attended at least 75% of the aggregate of the fiscal year 2008 meetings of the Board and of the Board committees on which he served during the year. K-Tron had a Nominating Committee until the death of one its members in 2001; since that time, the full Board has assumed responsibility for the duties normally associated with a nominating committee. After The NASDAQ Stock Market LLC (the “Nasdaq”) adopted new rules and regulations in late 2003 relating to corporate governance and listing requirements, our Board reconsidered its decision not to have a formal nominating committee and determined that this decision was appropriate based on a number of factors, including the relatively small size of the Board (five directors), the number of independent directors (four out of five directors) and the existing commitments of those

independent directors to other Board committees. In addition, our Board determined that recommendations regarding future director nominations, including nominations as a result of vacancies, would be made by a majority of our independent directors and that the final selection would be made by the entire Board.

          The Executive Committee is empowered to exercise all powers of our Board, except action on dividends and certain other matters that cannot by law be delegated by our Board, during the periods between regular Board meetings.

          The primary purposes of the Audit Committee are to:

	•		assist our Board in its oversight of our (i) accounting and financial reporting processes and the audit of our financial statements and (ii) compliance with legal and regulatory requirements and the Company’s Statement of Corporate Ethics and Code of Business Conduct ;
	•		interact directly with, and evaluate the performance of, our independent registered public accounting firm, including determining whether to engage or dismiss such firm and on what terms and monitoring its qualifications and independence; and
	•		prepare the report required by the rules and regulations of the Securities and Exchange Commission to be included in our annual proxy statement.

          As for the Compensation and Human Resources Committee, its main purposes are to:

	•		establish and periodically review our compensation philosophy and the adequacy of compensation plans and programs for our executive officers and other employees;
	•		establish compensation arrangements for our executive officers and administer our compensation plans;
	•		review the performance of our executive officers and award incentive compensation and adjust compensation arrangements as appropriate based upon its assessment of such performance;
	•		review and monitor management development and succession plans and activities; and
	•		prepare a report on executive compensation for inclusion in our annual proxy statement in accordance with Securities and Exchange Commission rules and regulations.

          The current members of the Executive Committee are Messrs. Cloues (Chairman) and Cohen; of the Audit Committee, Messrs. Pinola (Chairman), Engel and Hurd; and of the Compensation and Human Resources Committee, Messrs. Cohen (Chairman) and Pinola.

Affirmative Determination Regarding Director Independence and Other Corporate Governance Matters

          We operate within a comprehensive plan of corporate governance for the purpose of defining director independence, assigning Board responsibilities, setting high standards of professional and personal conduct for directors, officers and employees and assuring compliance with such responsibilities and standards. We regularly monitor developments in the area of corporate governance.

          Our Board has determined that the following directors, constituting four of our five directors and thus a majority of our Board, are each an “independent director” as such term is defined in Nasdaq Marketplace Rule 4200(a)(15): Norman Cohen, Robert A. Engel, Edward T. Hurd and Richard J. Pinola. Our Board also has determined that each member of the Audit Committee and of the Compensation and Human Resources Committee meets the independence requirements applicable to those committees as prescribed by the Nasdaq, the Securities and Exchange Commission, the Internal Revenue Service and applicable committee charters. Our Board has further determined that Messrs. Pinola and Engel, who are two of the three members of the Audit Committee, are each an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the Securities and Exchange Commission.

Statement of Corporate Ethics and Code of Business Conduct

          Our Board has adopted a Statement of Corporate Ethics and Code of Business Conduct applicable to all of our directors, officers and employees. Violations of the Statement of Corporate Ethics and Code of Business Conduct may be reported to our Corporate Ethics Officer or, in cases involving accounting, internal accounting controls or auditing matters, to the Chairperson of the Audit Committee or our Chief Executive Officer. A copy of our Statement of Corporate Ethics and Code of Business Conduct can be obtained without charge by visiting our website at http://www.ktroninternational.com and following the links to “Corporate Governance” and “Statement of Corporate Ethics and Code of Business Conduct”.

Standard Compensation Arrangements

          Directors who are not employees of K-Tron receive an annual retainer of $40,000, a $5,000 annual retainer for membership on the Audit Committee, a $2,500 annual retainer for membership on the Compensation and Human Resources Committee, a $1,000 annual retainer for membership on the Executive Committee and $1,000 for each Board meeting attended. Also, the Chairperson of the Audit Committee is paid an additional $5,000 annual retainer for his service in such capacity, and the Chairperson of the Compensation and Human Resources Committee is paid an additional $2,500 annual retainer for his service in such capacity. All retainers are paid on a prorated quarterly basis. Directors do not normally receive compensation for their participation in telephone meetings or for their attendance at committee meetings.

Share Ownership Guideline

          Each non-employee director is expected to own shares of our Common Stock with a value, at the greater of cost or market, equal to $50,000. As for any newly-elected director, this expectation may be phased in over a period of time to be determined by our Board. All directors are in compliance with this guideline.

Attendance at Annual Meeting of Shareholders

          It has been and is the policy of our Board that all directors attend the annual meeting of shareholders except where the failure to attend is due to unavoidable circumstances or conflicts discussed in advance by the director with the Chairman of the Board. All members of our Board, except for Mr. Engel, attended the 2008 annual meeting of shareholders.

Communication with our Board

          Our Board provides a process for shareholders to send communications to the Board. Information regarding the manner in which a shareholder may communicate with the Board is included on our Internet website at http://www.ktroninternational.com .

Requirements for Director Nominations

          Our Board has adopted a policy regarding director nominations. Under this policy, a majority of our independent directors shall recommend for the Board’s selection a candidate or candidates to be the Board’s nominee or nominees for election as a director or directors, either at an annual meeting of shareholders or to fill a vacancy. In considering candidates for nomination, our Board intends to seek individuals who evidence strength of character, mature judgment and the ability to work collegially with others. Furthermore, it is the policy of our Board that it endeavor to have directors who collectively possess a broad range of skills, expertise, industry and other knowledge and business and other experience useful to the effective oversight of our business; therefore, in considering whether to nominate a person for election as a director, the independent directors and our Board will consider, among other factors, the contribution such person can make to the collective competencies of the Board based on such person’s background. In determining whether to nominate a current director for reelection to our Board, the independent directors and our Board will take into account these same criteria as well as the director’s past performance, including his or her participation in and contributions to the activities of our Board.

          Our Board will also consider candidates for nomination recommended by a shareholder provided that the shareholder submits the recommendation, along with the following information, to our Secretary at our principal

executive offices at least 120 days before the date on which we first mailed our proxy materials for the prior year’s annual meeting of shareholders:

	•		the name of the candidate and the information about the individual that would be required to be included in a proxy statement under the rules of the Securities and Exchange Commission;
	•		information about the relationship, if any, between the candidate and the shareholder making the recommendation;
	•		the consent of the candidate to serve as a director; and
	•		proof of the number of shares of our Common Stock owned by the shareholder making the recommendation and the length of time that the shares have been owned by such shareholder.

Requirements for Advance Notification of Director Nominations

          Article Ninth of our Restated Certificate of Incorporation provides that no person may be nominated for election as a director by a shareholder at an annual or special meeting unless written notice of such shareholder’s intent to make such nomination has been given, either by personal delivery or by United States mail, postage prepaid, to our Secretary at our principal executive offices not later than (a) with respect to an election to be held at an annual meeting of shareholders, 90 days in advance of such meeting and (b) with respect to an election to be held at a special meeting of shareholders for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. Each such notice shall set forth:

	•		the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated;
	•		a representation that the shareholder is a holder of record of our stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;
	•		a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such other person or persons) pursuant to which the nomination or nominations are to be made by the shareholder;
	•		such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, by our Board; and
	•		the consent of each nominee to serve as a director of K-Tron if so elected.

          Our Board may, in its discretion, consider director nominees who are recommended by a shareholder according to the foregoing procedure, but it is not obligated to do so, and the chairman of the meeting may refuse to acknowledge any shareholder’s nomination of a person to serve as a director that is not made in compliance with such procedure.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

          In this Compensation Discussion and Analysis, we address the compensation paid or awarded to our executive officers named in the Summary Compensation Table that appears on page 12 of this Proxy Statement. We sometimes refer to these executive officers as our “named executive officers”, and all references herein to the “Committee” mean the Compensation and Human Resources Committee of our Board of Directors.

      Objectives of Our Compensation Program

          Our compensation program is based on the following primary objectives:

	•		Executive compensation should be industry and geographically competitive so that we can attract, retain and motivate talented executives with appropriate backgrounds and skill sets;
	•		Executives should be accountable for our performance as well as for their own individual performances, so that their compensation should be tied to both corporate financial measures and individual performance measures; and
	•		Executive compensation packages should include some equity-based compensation in order to better align the interests of our executives with those of our shareholders.

      Role of Executive Officers in Compensation Decisions

          Our chief executive officer annually reviews the performance of each of our named executive officers (other than our chief executive officer, whose performance is reviewed solely by the Committee). The conclusions reached by our chief executive officer and his recommendations based on these reviews, including proposed salary adjustments and annual incentive compensation awards, are then presented to the Committee. The Committee can exercise its discretion in modifying any recommended salary adjustments or bonus awards to our named executive officers. Decisions with respect to equity grants are also made by the Committee, upon the recommendation of our chief executive officer, but these decisions are made later in the year than the annual performance reviews.

      2008 Executive Compensation Components

          For the fiscal year ended January 3, 2009, the principal components of compensation for the named executive officers were:

	•		Base salary;
	•		Cash incentive (or bonus) compensation;
	•		Equity incentive compensation; and
	•		Retirement, perquisites and other personal benefits.

           Base Salary

          We provide our named executive officers with base salaries to compensate them for services rendered during the year. The decisions of the Committee with respect to base salaries are subjective and not based on any list of specific criteria, but they take into account each executive officer’s position and level of responsibility, his compensation relative to other officers of the Company and his individual performance.

          Salary levels are typically considered annually as part of the Company’s performance review process as well as upon a promotion or other significant change in job responsibility. In recent years, except where there has been a significant change in job responsibility, most salary increases for our named executive officers have been

cost-of-living increases, and they generally have taken effect at the beginning of the second fiscal quarter, which is on or about April 1. On February 29, 2008, the Committee approved a 3.5% increase in the base salary of each of our named executive officers. These increases took effect on March 31, 2008. We have frozen the salaries of all of our employees, including our named executive officers, effective February 9, 2009, and we expect this freeze to continue until at least October 1, 2009.

          The base salaries of our named executive officers after March 31, 2008 were as follows:

Name		Base Salary
Edward B. Cloues, II		$	530,700
Kevin C. Bowen		$	255,230
Donald W. Melchiorre		$	241,025
Ronald R. Remick		$	244,000
Lukas Guenthardt		$	225,630

           Cash Incentive Compensation

          Annual cash incentive awards, also referred to as cash bonuses, are a key part of each named executive officer’s compensation package. During each of the past seven years, including 2008, annual cash incentive awards have been paid to our named executive officers and our other employees pursuant to bonus guidelines used in preparing our budget for that year. These guidelines create a bonus pool for the entire Company if the budgeted diluted earnings per share (“EPS”) are achieved.

          Although the budget is approved by our Board, including the members of the Committee, the Committee retains full discretion to make such specific cash incentive awards, if any, as it deems appropriate, after the end of the year. The awards are made based on the Company’s achievement of its EPS target for the year, the amount of pre-tax, pre-bonus income generated by the Company in excess of what was necessary to achieve that EPS target and the assessed contribution of each named executive officer to the Company’s success.

          Under the guidelines used in preparing the 2008 budget, the target bonus established for fiscal year 2008 for Mr. Cloues, the Company’s Chairman and Chief Executive Officer, was 50% of his base salary, and the target bonuses established for our other named executive officers were 30% of their base salaries. Despite these targets, the annual cash incentive award for any named executive officer may be more or less than that officer’s target, depending on the Company’s financial performance for the year, the Committee’s assessment of the named executive officer’s contributions to the Company during the year and such other factors as the Committee may choose to consider.

          In fiscal year 2008, the Board-approved budget for EPS was $7.84, which included a bonus accrual based on the guidelines referred to above. At the end of 2008, based on the employee population believed eligible for a bonus, the bonus accrual was $2,558,000. There was also the expectation that if our 2008 EPS exceeded $7.84, the bonus pool would be increased, with the Committee’s approval, to include 20% of our consolidated pre-tax, pre-bonus income in excess of the amount required to achieve the $7.84 EPS target. Using our actual tax rate for 2008, the pre-tax, pre-bonus income needed to achieve our $7.84 EPS target was $34,681,000. Our actual pre-tax, pre-bonus income in 2008 was $40,292,000, or an excess of $5,611,000 over the amount needed to achieve the $7.84 EPS target and the associated bonus pool of $2,558,000. Given this financial performance, the Committee approved adding 20% of the excess amount, or $1,122,000, to the incentive compensation pool for 2008. As a result, the total incentive compensation pool for 2008 was $3,680,000, or 43.9% higher than the target pool based upon the budget. Our EPS in 2008, after taking into account this higher bonus accrual, was $9.03, which exceeded the 2008 budget by 15.2%.

          Our named executive officers received the following incentive compensation payments in March 2009 for fiscal year 2008 performance:

Name		2008 Bonus Award
Edward B. Cloues, II		$	475,000
Kevin C. Bowen		$	180,000
Donald W. Melchiorre		$	193,000
Ronald R. Remick		$	165,000
Lukas Guenthardt		$	140,000

          In determining Mr. Cloues’ 2008 bonus award, the Committee noted in particular (i) his leadership of the Company in 2008, (ii) the Company’s achievement in 2008 of record revenues, operating income, income before income taxes, net income, EPS and EBITDA (the percentage increases in 2008 versus the record numbers that the Company had previously reported in 2007 were greater than 20% for each of revenues, net income and EPS), (iii) the continued development of a strong and effective management team, (iv) the steadily improving financial results produced by the Company over each of the past seven years and (v) several other organizational and operational accomplishments. The 2008 bonus awards made by the Committee to our other named executive officers were recommended by Mr. Cloues and were based on his subjective assessment of their contributions to the Company in 2008. This assessment was provided in writing and orally to the Committee and was reviewed by the Committee with Mr. Cloues.

          In view of the current global financial climate, no decision has been made concerning whether the Company will use a similar cash bonus plan for 2009 or adopt an alternative plan to provide employees with incentive compensation.

           Equity Incentive Compensation

          As stated on page 5 of this Proxy Statement, the Committee also administers the Company’s 2006 Equity Compensation Plan (the “Plan”) under which grants of stock options, stock awards, stock units, stock appreciation rights and other stock-based awards may be made. The purpose of such grants is to provide an additional, longer-term incentive to key employees to work to maximize shareholder value, and they also serve as a retention device to encourage such employees to remain with us. Such grants are entirely at the discretion of the Committee, including their timing, the recipients thereof and the number of shares underlying any particular grant. On July 17, 2008, the Committee granted Messrs. Cloues, Bowen, Melchiorre, Remick and Guenthardt 3,000, 1,500, 1,500, 1,500 and 1,500 shares, respectively, of restricted Common Stock under the Plan. Each of these grants will vest on July 17, 2012 if the recipient remains employed by the Company or a subsidiary until that date, and they are subject to acceleration in the event of a change of control prior to that date as defined in the Plan. These restricted stock grants to our named executive officers, including our chief executive officer, are intended to provide them with a long-term incentive and to more closely align their interests with those of the Company’s shareholders.

           Retirement, Perquisites and Other Personal Benefits

          Each of our named executive officers participates in one of two 401(k) plans maintained by the Company and its subsidiaries for our two business lines. Our named executive officers are also provided with perquisites and other personal benefits, including a car allowance, supplemental health insurance, additional life insurance and, in the case of our chief executive officer, additional life and disability insurance, that we and the Committee believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews the levels of perquisites and other personal benefits provided to our named executive officers.

           Deductibility of Executive Compensation

          As part of its role, the Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that the Company may not deduct compensation of more than $1,000,000 that is paid to certain covered officers. Covered officers include each of our named executive officers except for our chief financial officer, Mr. Remick. While the Committee considers this limitation in structuring our compensation program, it may approve compensation that does not meet these requirements in order to ensure competitive levels of total compensation for our named executive officers. In this regard, approximately $200,000 of our chief executive officer’s compensation in 2008 was not deductible for federal income tax purposes.

Report of the Compensation and Human Resources Committee

          The Compensation and Human Resources Committee establishes and oversees the design and functioning of K-Tron’s executive compensation program. We have reviewed and discussed the foregoing Compensation Discussion and Analysis with the management of the Company. Based on this review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in K-Tron’s Proxy Statement for the 2009 Annual Meeting.

Norman Cohen, Chairperson
Richard J. Pinola

Summary Compensation Table

          The following table and footnotes set forth certain information with respect to compensation earned during fiscal years 2008, 2007 and 2006 by (i) our principal executive officer, (ii) our principal financial officer and (iii) our three other most highly paid executive officers.

														Stock				Option				All Other
						Salary								Awards				Awards				Compensation
						($)				Bonus				($)				($)				($)				Total
Name and Principal Position		Year				(1)				($)				(2)				(3)				(1) (4)				($)
Edward B. Cloues, II			2008			$	525,867			$	475,000			$	191,268			$	0			$	59,218			$	1,251,353
Chief Executive Officer and			2007			$	508,079			$	725,000			$	151,190			$	0			$	69,807			$	1,454,076
Chairman of the Board			2006			$	492,465			$	535,000			$	91,565			$	24,691			$	69,158			$	1,212,879
Kevin C. Bowen			2008			$	252,907			$	180,000			$	95,634			$	0			$	30,994			$	559,535
Senior Vice President, Process			2007			$	244,352			$	300,000			$	75,595			$	0			$	39,420			$	659,367
Group and President and Chief			2006			$	236,837			$	210,000			$	45,783			$	12,346			$	42,468			$	547,434
Executive Officer of K-Tron
America, Inc.
Donald W. Melchiorre			2008			$	238,830			$	193,000			$	95,634			$	0			$	21,222			$	548,686
Senior Vice President,			2007			$	230,755			$	283,500			$	75,595			$	0			$	20,935			$	610,785
Size Reduction Group and			2006			$	223,654			$	220,000			$	45,783			$	0			$	20,794			$	510,231
President and Chief Executive
Officer of Pennsylvania
Crusher Corporation
Ronald R. Remick			2008			$	241,779			$	165,000			$	95,634			$	0			$	33,221			$	535,634
Senior Vice President, Chief			2007			$	233,596			$	275,000			$	75,595			$	0			$	35,173			$	619,364
Financial Officer and Treasurer			2006			$	226,390			$	200,000			$	45,783			$	12,346			$	39,249			$	523,768
Lukas Guenthardt			2008			$	223,576			$	140,000			$	95,634			$	0			$	28,129			$	487,339
Senior Vice President,			2007			$	216,021			$	240,000			$	75,595			$	0			$	32,083			$	563,699
Corporate Development			2006			$	209,398			$	175,000			$	45,783			$	12,346			$	30,275			$	472,802

(a) Company and subsidiary contributions under the Company’s 401(k) Plan for Messrs. Cloues, Bowen, Remick and Guenthardt and under a subsidiary’s 401(k) Plan for Mr. Melchiorre, as follows: (i) for fiscal year 2008 — Mr. Cloues $13,500, Mr. Bowen $13,500, Mr. Melchiorre $9,200, Mr. Remick $13,500 and Mr. Guenthardt $13,500; (ii) for fiscal year 2007 — Mr. Cloues $13,500, Mr. Bowen $13,500, Mr. Melchiorre $8,923, Mr. Remick $13,500 and Mr. Guenthardt $13,500; and (iii) for fiscal year 2006 — Mr. Cloues $13,200, Mr. Bowen $13,200, Mr. Melchiorre $8,782, Mr. Remick $13,200 and Mr. Guenthardt $13,200.

(b) Company and subsidiary payments for supplemental health insurance on behalf of the following named executive officers: (i) for fiscal year 2008 — Mr. Cloues $4,380, Mr. Bowen $3,980, Mr. Remick $5,491 and Mr. Guenthardt $2,523; (ii) for fiscal year 2007 — Mr. Cloues $12,045, Mr. Bowen $12,493, Mr. Remick $7,820 and Mr. Guenthardt $7,013; and (iii) for fiscal year 2006 — Mr. Cloues $13,778, Mr. Bowen $15,674, Mr. Remick $12,420 and Mr. Guenthardt $5,532.

(c) Company payments of premiums for additional disability insurance on behalf of Mr. Cloues: (i) for fiscal year 2008 — $9,600; (ii) for fiscal year 2007 — $11,349; and (ii) for fiscal year 2006 — $11,549.

(d) Company and subsidiary payments for car allowances on behalf of the following named executive officers: (i) for fiscal year 2008 — Mr. Cloues $10,231, Mr. Bowen $10,231, Mr. Melchiorre $10,010, Mr. Remick $10,231 and Mr. Guenthardt $10,231; and (ii) for each of fiscal years 2007 and 2006 — Mr. Cloues $10,000, Mr. Bowen $10,000, Mr. Melchiorre $10,000, Mr. Remick $10,000 and Mr. Guenthardt $10,000.

(e) Company and subsidiary payments for estimated income taxes with respect to additional life and, in the case of Mr. Cloues, disability insurance on behalf of the following named executive officers: (i) for fiscal year 2008 — Mr. Cloues $12,183, Mr. Bowen $872, Mr. Remick $990 and Mr. Guenthardt $313; (ii) for fiscal year 2007 — Mr. Cloues $13,381, Mr. Bowen $692, Mr. Remick $949 and Mr. Guenthardt $188; and (iii) for fiscal year 2006 — Mr. Cloues $12,574, Mr. Bowen $666, Mr. Remick $839 and Mr. Guenthardt $172.

(f) Miscellaneous perquisite and other personal benefits, including additional life insurance and vehicle-related costs, none of which exceeded the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for the named executive in any of fiscal years 2008, 2007 or 2006.

Grants of Plan-Based Awards

          The following table sets forth certain information regarding grants of plan-based awards during fiscal year 2008 to our named executive officers.

						All Other Stock
						Awards: Number of				Grant Date Fair
						Shares of Stock				Value of Stock
Name		Grant Date				(#)				Awards ($) (1)
Edward B. Cloues, II			7/17/08				3,000			$	391,980
Kevin C. Bowen			7/17/08				1,500			$	195,990
Donald W. Melchiorre			7/17/08				1,500			$	195,990
Ronald R. Remick			7/17/08				1,500			$	195,990
Lukas Guenthardt			7/17/08				1,500			$	195,990

Outstanding Equity Awards at Fiscal Year-End

          The following table sets forth certain information regarding outstanding equity awards as of January 3, 2009 held by our named executive officers.

		Option Awards (1)																Stock Awards
																						Market
		Number of				Number of												Number of				Value of
		Securities				Securities												Shares or				Shares or
		Underlying				Underlying												Units of				Units of
		Unexercised				Unexercised				Option								Stock That				Stock That
		Options				Options				Exercise				Option				Have Not				Have Not
		(#)				(#)				Price				Expiration				Vested				Vested
Name		Exercisable				Unexercisable				($)				Date				(#)				($) (6)
Edward B. Cloues, II			40,000				-0-			$	12.20				7/19/2011				3,000	(2)		$	250,800
																			3,000	(3)		$	250,800
																			3,000	(4)		$	250,800
																			3,000	(5)		$	250,800
Kevin C. Bowen			20,000				-0-			$	12.20				7/19/2011				1,500	(2)		$	125,400
																			1,500	(3)		$	125,400
																			1,500	(4)		$	125,400
																			1,500	(5)		$	125,400
Donald W. Melchiorre			-0-				-0-				-0-				—				1,500	(2)		$	125,400
																			1,500	(3)		$	125,400
																			1,500	(4)		$	125,400
																			1,500	(5)		$	125,400
Ronald R. Remick			2,500				-0-			$	18.375				5/9/2009				1,500	(2)		$	125,400
			2,500							$	16.00				5/9/2010				1,500	(3)		$	125,400
			10,000							$	12.20				7/19/2011				1,500	(4)		$	125,400
																			1,500	(5)		$	125,400
Lukas Guenthardt			19,000				-0-			$	12.20				7/19/2011				1,500	(2)		$	125,400
																			1,500	(3)		$	125,400
																			1,500	(4)		$	125,400
																			1,500	(5)		$	125,400

Option Exercises and Vested Stock Awards

          The following table sets forth certain information regarding stock option exercises by our named executive officers and the vesting of stock awards held by our named executive officers during fiscal year 2008.

		Option Awards								Stock Awards
		Number of Shares
		Acquired on				Value Realized on				Number of Shares				Value Realized on
		Exercise				Exercise				Acquired on Vesting				Vesting
Name		(#)				($) (1)				(#)				($) (2)
Edward B. Cloues, II			-0-				-0-				8,000	(3)		$	1,094,800
Kevin C. Bowen			25,000			$	2,554,250				4,000	(4)		$	547,400
Donald W. Melchiorre			-0-				-0-				4,000	(5)		$	547,400
Ronald R. Remick			5,000			$	338,125				4,000			$	547,400
			5,000			$	370,000
			607			$	40,863
			4,393			$	302,579
Lukas Guenthardt			25,000			$	3,036,750				4,000	(6)		$	547,400

Employment Agreements and Potential Payments Upon Termination or Change of Control

      Mr. Cloues

          Mr. Cloues was employed by us during fiscal year 2008 under an employment agreement pursuant to which he served as our Chairman of the Board and Chief Executive Officer. On February 29, 2008, the Compensation and Human Resources Committee (the “Compensation Committee”) of our Board of Directors approved a 3.5% increase in Mr. Cloues’ annual base salary to $530,700, effective March 31, 2008. All employee salaries were frozen, effective February 9, 2009, including Mr. Cloues’ salary.

          On November 11, 2008, the Compensation Committee approved amendments to Mr. Cloues’ employment agreement to comply with Section 409A of the Internal Revenue Code, reflect current compensation practices and update the severance provisions. The amendments were included in an amended and restated employment agreement with Mr. Cloues, dated as of November 11, 2008, which superseded his prior employment agreement. Under his amended and restated employment agreement (hereafter, his “employment agreement”), Mr. Cloues is entitled to an annual base salary of not less than his current annual base salary, bonuses as determined by the Compensation Committee, a car allowance of not less than $12,000 annually, an annual physical examination, annual vacation of six weeks per year and participation in employee benefits of the Company on the same basis as other senior level executives. Mr. Cloues also receives reimbursement on an after-tax basis of the premiums he pays for certain specified term life and disability insurance coverages.

          Mr. Cloues’ employment agreement provides that he can terminate his employment voluntarily or for “good reason” (as defined in his employment agreement) upon not less than 90 days’ prior written notice. We may terminate his employment without “cause” (as defined in his employment agreement) upon not less than 30 days’ prior written notice to Mr. Cloues. If we terminate his employment without “cause” or Mr. Cloues terminates his employment for “good reason”, Mr. Cloues will be entitled to a lump sum payment equal to 200% of his then-annual base salary and car allowance. In addition, Mr. Cloues will receive a lump sum payment equal to the cost that would be incurred under the Company’s plans to provide health care benefits for the two-year period following his termination date comparable to the coverage existing at the time of termination, less the cost paid by active Company employees for comparable coverage, with the difference being grossed up to cover the estimated federal, state and local income and FICA taxes on such amount. If Mr. Cloues’ employment had been terminated by us without “cause” or he had resigned for “good reason”, effective as of January 3, 2009, he would have been entitled to receive an aggregate lump sum payment equal to $1,112,750.

          In the event Mr. Cloues’ employment is terminated on account of disability, he will be entitled to receive two years of his then-annual base salary and car allowance, less the present value of any payments that are expected to be made to Mr. Cloues during the two-year period following his termination date under any disability benefit programs. In addition, Mr. Cloues will receive a lump sum payment equal to the cost that would be incurred under the Company’s plans to provide health care benefits for the two-year period following his termination date comparable to the coverage existing at the time of termination, less the cost paid by active Company employees for comparable coverage, with the difference being grossed up to cover the estimated federal, state and local income and FICA taxes on such amount. If Mr. Cloues’ employment had been terminated on account of disability, effective as of January 3, 2009, he would have been entitled to receive an aggregate lump sum payment equal to $1,112,750, assuming no payments would be made to him under any disability benefit programs.

          In the event of Mr. Cloues’ death, we will pay to Mr. Cloues’ personal representative an amount equal to his base salary for the month in which he dies and for three months thereafter. If Mr. Cloues’ employment had been terminated on account of his death, effective as of January 3, 2009, we would have paid his personal representative a lump sum payment equal to $176,900.

          Mr. Cloues’ employment is subject to termination by our Board of Directors at any time for “cause”, in which case Mr. Cloues would not be entitled to receive any severance payments.

          Mr. Cloues’ employment agreement includes provisions relating to a termination of employment upon a “change of control” (as defined in his employment agreement). These provisions apply to a termination of his employment that occurs during the period beginning on the date of a “change of control” and ending on the first to occur of (i) the date that is one year after the “change of control” or (ii) March 1 following the end of the calendar year in which the “change of control” occurs. If, during this period, Mr. Cloues’ employment is terminated by us or any successor for any reason other than death, disability or “cause” or Mr. Cloues resigns for any reason or no reason, his employment agreement provides that we will pay him (a) an amount equal to three times his annual base salary and car allowance in effect either immediately prior to the termination of employment or immediately prior to the “change of control”, whichever is higher, (b) unless Mr. Cloues notifies us in writing that he intends to retain his options, an amount equal to the spread (the excess of market value over the exercise price) on any stock options then held by him, whether or not such options were exercisable at the date of his termination, (c) an amount equal to the cost that would be incurred under the Company’s plans to provide health care benefits for the two-year period following his termination date comparable to the coverage existing at the time of termination, less the cost paid by active Company employees for comparable coverage, with the difference being grossed up to cover the estimated federal, state and local income and FICA taxes on such amount, and (d) an amount equal to the after-tax cost that Mr. Cloues would incur to continue certain specified life and disability insurance coverages for the two-year period following his termination date. If Mr. Cloues’ employment had been terminated upon a “change of control” of the Company, effective as of January 3, 2009, he would have been entitled to receive a lump sum payment equal to (a) $1,628,100, which represents three times his annual base salary and car allowance in effect on January 3, 2009, plus (b) $2,856,000, which represents an amount equal to the spread (the excess of market value (which was $83.60 per share as of January 3, 2009) over the exercise price) on all stock options held by him as of January 3, 2009, plus (c) $27,350, which represents the after-tax cost of continuing his health care benefits for the two-year period following January 3, 2009, as described above, plus (d) $57,700, which represents the after-tax cost of continuing his life and disability insurance coverages for the two-year period following January 3, 2009. Mr. Cloues held options to purchase 40,000 shares of our Common Stock as of January 3, 2009, with an exercise price of $12.20 per share.

          Mr. Cloues also held restricted stock grants for 12,000 shares of our Common Stock as of January 3, 2009. Pursuant to the terms of the applicable equity compensation plan, these restricted stock grants become fully vested upon a “change of control” (as defined in the applicable equity compensation plan). If there had been a “change of control” of the Company on January 3, 2009, the restrictions and conditions on all 12,000 shares of restricted stock of the Company held by Mr. Cloues would have immediately lapsed.

          If, in the event of a termination upon a “change of control” as described in his employment agreement, any payments to be made or benefits to be provided to Mr. Cloues under his employment agreement or otherwise would result in his being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, we will pay Mr. Cloues an additional gross-up amount to cover the excise taxes imposed by Section 4999 of the Internal Revenue Code and taxes resulting from such gross-up payment. If a “change of control” had occurred on January 3, 2009, no amount would have been payable to Mr. Cloues as an excise tax gross-up payment.

          Mr. Cloues’ employment agreement provides that during the term of his employment and for two years thereafter in the event his employment is terminated by us by reason of his disability or for “cause”, Mr. Cloues may not compete with us and may not solicit any of our customers or employees. The non-competition and non-solicitation restriction period is one year if Mr. Cloues resigns for any reason (except after a “change of control”) or is terminated by us without “cause”.

      Messrs. Bowen, Remick and Guenthardt

          Messrs. Bowen, Remick and Guenthardt (the “executives”) were employed by us or one of our subsidiaries during fiscal year 2008 under employment agreements with us. Under these employment agreements, the executives are entitled to receive an annual base salary, which may be increased from time to time, and such additional compensation, including bonus payments, as may be awarded to them. On February 29, 2008, the Compensation Committee approved 3.5% increases in the annual base salaries of Messrs. Bowen, Remick and Guenthardt to $255,230, $244,000 and $225,630, respectively, effective March 31, 2008. All employee salaries were frozen, effective February 9, 2009, including the salaries of each Messrs. Bowen, Remick and Guenthardt.

          On November 11, 2008, the Compensation Committee approved amendments to these employment agreements to comply with Section 409A of the Internal Revenue Code, reflect current compensation practices and update the severance provisions. The amendments were included in amended and restated employment agreements with each of the executives (the “Amended Agreements”), dated as of November 11, 2008, which superseded the prior employment agreements. Under the Amended Agreements, the executives are entitled to an annual base salary of not less than their current base salaries, bonuses as determined by the Compensation Committee, a car allowance of not less than $12,000 annually, annual vacation of five weeks per year and participation in employee benefits of the Company on the same basis as other senior level executives of the Company. We may reduce the executives’ annual base salaries in the event reductions are generally being made for other officers of K-Tron or of our subsidiaries holding comparable positions.

          The Amended Agreements provide that an executive may terminate employment upon not less than 90 days’ prior written notice. Employment is also subject to termination by reason of an executive’s disability or by our Board of Directors at any time for “cause” (as defined in the Amended Agreements). In any of these cases, the executive would not be entitled to receive any severance payments.

          We have the right to terminate the employment of any executive at any time without “cause” upon 30 days’ prior written notice and any executive may resign for “good reason” (as defined in the Amended Agreements) upon 90 days’ prior written notice. If we terminate any executive’s employment without “cause” or any executive resigns for “good reason”, and in either case he executes and does not revoke a written release, we will pay him a lump sum amount equal to 100% of his then-annual base salary and car allowance. In addition, he will receive a lump sum payment equal to the cost that would be incurred under the Company’s plans to continue health care benefits for the one-year period following his termination date, less the cost paid by active Company employees for comparable coverage, with the difference being grossed up to cover the estimated federal, state and local income and FICA taxes on such amount. If the employment of Messrs. Bowen, Remick and Guenthardt had been terminated without “cause” or they had resigned for “good reason”, effective as of January 3, 2009, they would have been entitled to receive aggregate lump sum payments of $288,950, $256,850 and $257,250, respectively.

          In the event of the death of any executive, we will pay to the executive’s personal representative an amount equal to the executive’s base salary for the month in which he dies and for three months thereafter. Had any of Messrs. Bowen, Guenthardt or Remick died on January 3, 2009, we would have paid the personal representative of each such executive an amount equal to $85,077, $81,333 and $75,210, respectively.

          Messrs. Bowen, Remick and Guenthardt also each held restricted stock grants for 6,000 shares of our Common Stock as of January 3, 2009. Pursuant to the terms of the applicable equity compensation plan, these restricted stock grants become fully vested upon a “change of control” (as defined in the applicable equity compensation plan). If there had been a “change of control” of the Company on January 3, 2009, the restrictions and conditions on all 6,000 shares of restricted stock of the Company held by each of them would have immediately lapsed.

          The Amended Agreements provide that during the term of the executive’s employment and for one year thereafter in the event his employment is terminated by us by reason of his disability or for “cause”, or in the event the executive voluntarily terminates his employment, the executive may not compete with us and may not solicit any of our customers or employees.

Director Compensation

          The following table sets forth certain information regarding director compensation during the fiscal year ended January 3, 2009.

		Fees Earned or
		Paid in Cash				Total
Name		($) (1)				($)
Edward B. Cloues, II			-0-				-0-
Norman Cohen		$	52,000			$	52,000
Robert A. Engel		$	51,000			$	51,000
Edward T. Hurd		$	51,000			$	51,000
Richard J. Pinola		$	58,500			$	58,500

Certain Relationships and Related Transactions

          During fiscal year 2008, we were not a party to any transaction involving an amount in excess of $120,000 in which any related person (as such term is defined in Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission) had a direct or indirect material interest.

Compensation and Human Resources Committee Interlocks and Insider Participation

          The current members of our Compensation and Human Resources Committee, both of whom were members of the Compensation and Human Resources Committee throughout fiscal year 2008, are Norman Cohen and Richard J. Pinola. Neither member of this Committee was an officer or employee of K-Tron or any of its subsidiaries during fiscal year 2008, was formerly an officer of K-Tron or any of its subsidiaries, or had any relationship with K-Tron since the beginning of fiscal year 2008 which requires disclosure under applicable Securities and Exchange Commission regulations. In fiscal year 2008, none of our executive officers served as a member of the board of directors or compensation committee of any entity that had or has one or more executive officers serving on our Board of Directors or our Compensation and Human Resources Committee.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AND AUDIT-RELATED MATTERS

General

          Grant Thornton LLP audited our financial statements for fiscal years 2008, 2007 and 2006.

          There have been no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to that firm’s satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with its report on our financial statements for any of fiscal years 2008, 2007 and 2006.

          The retention of Grant Thornton to serve as our independent registered public accounting firm for the current year has not yet been approved by the Audit Committee, but it is management’s belief that Grant Thornton will be so retained. No representative of Grant Thornton is expected to attend the Annual Meeting.

Audit and Tax Fees

          K-Tron was billed approximately the following fees by Grant Thornton LLP for services in fiscal years 2008 and 2007:

		2008				2007
Audit Fees		$	680,000			$	669,000
Tax Fees			-0-			$	2,000
Total		$	680,000			$	671,000

          Audit Fees in both years consisted of fees for the audits of K-Tron’s consolidated annual financial statements and its internal control over financial reporting, the review of K-Tron’s consolidated interim financial statements contained in our quarterly reports on Form 10-Q and the performance of audits of certain of our foreign subsidiaries in accordance with statutory requirements.

          Tax Fees in fiscal year 2007 were for tax consulting.

Audit-Related Fees

          There were no fees billed in fiscal year 2008 or 2007 for professional services rendered by Grant Thornton LLP for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and not included in the audit fees for those years.

No Other Fees

          There were no fees billed in fiscal year 2008 or 2007 for professional services rendered by Grant Thornton LLP for products or services that are not disclosed above.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accountants

          The Audit Committee pre-approves all audit and permissible non-audit services provided by our independent registered public accountants, including audit services, audit-related services, tax services and other services. The Audit Committee has not adopted a policy for the pre-approval of any services provided by our independent registered public accountants.

Report of the Audit Committee

          The Audit Committee operates pursuant to a formal written charter that complies with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the Securities and Exchange Commission and The NASDAQ Stock Market LLC (the “Nasdaq”). This charter is reviewed annually by the Audit Committee to determine if any changes are necessary. As of March 6, 2009, the charter was amended to reflect the Public Company Accounting Oversight Board’s adoption of Rule 3526.

          In accordance with the Audit Committee’s charter and the independence criteria prescribed by applicable law and the rules and regulations of the Securities and Exchange Commission for audit committee membership, all members of the Audit Committee are independent directors as defined in Nasdaq Marketplace Rule 4200(a)(15).

Each Audit Committee member meets the Nasdaq’s financial knowledge requirements, and Messrs. Pinola and Engel, each of whom has been designated by the Board of Directors as an “audit committee financial expert” pursuant to the rules of the Securities and Exchange Commission, meet the Nasdaq’s professional experience requirements as well.

          The primary purposes of the Audit Committee are summarized on page 6 of this Proxy Statement under the caption “Matters Concerning Directors — Committees and Meetings” and are more fully set forth in the charter of the Audit Committee, a copy of which can be obtained without charge by visiting our website at http://www.ktroninternational.com and following the links to “Corporate Governance” and “Audit Committee Charter”. In particular, it is our duty to review the accounting and financial reporting processes of K-Tron on behalf of the Board of Directors. In fulfilling our responsibilities, the Audit Committee has reviewed the audited consolidated financial statements to be contained in K-Tron’s annual report on Form 10-K for the fiscal year ended January 3, 2009 and has discussed these statements with K-Tron’s management and also with Grant Thornton LLP, K-Tron’s independent registered public accounting firm. Management is responsible for the financial statements and the reporting process, including the system of internal controls, and has represented to the Audit Committee that such financial statements were prepared in accordance with generally accepted accounting principles. K-Tron’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States.

          The Audit Committee has also discussed with Grant Thornton LLP the matters that are required to be discussed by the auditors with the Audit Committee under Statement on Auditing Standards No. 61, as amended. Furthermore, the Audit Committee has received and discussed with the auditors their annual written report on their independence from K-Tron and its management, which is made pursuant to the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has considered with Grant Thornton LLP the compatibility of the provision by that firm of non-audit services to K-Tron with the requirement of auditor independence.

          In performing all of these functions, the Audit Committee acts in an oversight capacity. The Audit Committee reviews K-Tron’s earnings releases before issuance and the annual report on Form 10-K prior to filing with the Securities and Exchange Commission. In its oversight role, the Audit Committee relies on the work and assurances of K-Tron’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accountants, who, in their report, express an opinion on the conformity of K-Tron’s annual financial statements to accounting principles generally accepted in the United States.

          In reliance on these reviews, discussions and reports, the Audit Committee has recommended to the Board of Directors that K-Tron’s audited consolidated financial statements be included in K-Tron’s annual report on Form 10-K for the fiscal year ended January 3, 2009 for filing with the Securities and Exchange Commission.

Richard J. Pinola, Chairperson
Robert A. Engel
Edward T. Hurd

SHAREHOLDER PROPOSALS — 2010 ANNUAL MEETING

          Shareholders may submit proposals on matters appropriate for shareholder action at annual meetings in accordance with rules and regulations adopted by the Securities and Exchange Commission. Any proposal which an eligible shareholder desires to have included in our Proxy Statement and presented at our 2010 annual meeting of shareholders (which is expected to be held on or about May 14, 2010) will be included in our proxy statement and related proxy card if we receive it no later than December 14, 2009 and if it complies with Securities and Exchange Commission rules regarding inclusion of proposals in proxy statements.

          Other deadlines apply to the submission of shareholder proposals for our 2010 annual meeting that are not required to be included in our proxy statement under Securities and Exchange Commission rules. With respect to shareholder proposals relating to director nominations, see pages 7 and 8 of this Proxy Statement. With respect to other shareholder proposals for our 2010 annual meeting, the deadline under regulations adopted by the Securities and Exchange Commission is February 20, 2010 (45 calendar days prior to the anniversary of the mailing date of

this Proxy Statement). If a shareholder gives notice of such a proposal after this deadline, our proxy agents will be allowed to use their discretionary voting authority to vote against the shareholder proposal when and if the proposal is raised at our 2010 annual meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

          Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, certain of our officers and certain other persons who own more than ten percent of our Common Stock to file reports of ownership of our securities and changes in ownership of our securities with the Securities and Exchange Commission. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from our directors and officers that no other reports were required with respect to them, all filings required to be made by our Section 16(a) reporting persons during fiscal year 2008 were made on a timely basis.

OTHER MATTERS

          We know of no other matters to be presented for consideration at our Annual Meeting and have no reason to believe any other matters will be presented. If, however, other matters properly do come before the meeting, it is the intention of the persons named as proxy agents in the enclosed Proxy Card to vote upon such matters in accordance with their best judgment.

		By Order of the Board of Directors,
		Mary E. Vaccara Secretary
April 6, 2009

K-TRON INTERNATIONAL, INC.

proxy

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints RICHARD J. PINOLA and RONALD R. REMICK, or either of them acting singly in the absence of the other, each with the power to appoint his substitute, the Proxy Agents of the undersigned to attend the Annual Meeting of Shareholders of K-Tron International, Inc. to be held at the Embassy Suites Conference Center, 670 Verdae Boulevard, Greenville, South Carolina, on May 14, 2009, at 9:00 a.m., local time, and any adjournments or postponements thereof, and with all powers the undersigned would possess if personally present, to vote upon any matter to be voted upon by shareholders at that meeting as indicated on the reverse side.

PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT USING
THE ENCLOSED ENVELOPE.

(Continued and to be signed on reverse side.)

ANNUAL MEETING OF SHAREHOLDERS OF

K-TRON INTERNATIONAL, INC.

May 14, 2009

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDER MEETING TO BE HELD ON MAY 14, 2009 :
The Notice of Annual Meeting, Proxy Statement and form of Proxy Card

are available at http://www.ktronshareholdersmeeting.com

Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.

		Please detach along perforated line and mail in the envelope provided.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEE FOR CLASS IV DIRECTOR.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK, AS SHOWN HERE: x .

1. Election of Class IV Director

2.  In their discretion, the Proxy Agents are authorized to vote upon such other business as may properly come before the meeting. This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no instruction is specified with respect to a matter to be acted upon, the shares represented by the proxy will be voted FOR the nominee for election as the Class IV director. If any other business is presented at the meeting, this proxy confers authority to vote and shall be voted in accordance with the recommendation of the Board of Directors of K-Tron International, Inc. or its Executive Committee. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and the related Proxy Statement.

c    FOR THE NOMINEE c    WITHHOLD AUTHORITY    FOR THE NOMINEE

NOMINEE:        Edward B. Cloues, II

PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT USING THE ENCLOSED ENVELOPE.

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

c

Signature of Shareholder

Date:

Signature of Shareholder

Date:

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person.

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