Kimball Electronics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$KE
Electrical Products
Technology
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) November 15, 2024
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Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Share Owners of the Company held on November 15, 2024, the Share Owners voted on the following items:
1. The Board of Directors (the “Board”) is divided into three classes with approximately one-third of the directors up for election each year, with Class I standing for election at this meeting. Director nominees are elected by a majority of the votes cast by the shares entitled to vote in the election at the meeting. The Share Owners voted to reelect each of the Class I nominees for director as follows:
| Class I Nominees for Directors to serve a three-year term | Votes For | Votes Withheld | Broker Non-Votes | Percentage of Votes Cast in Favor | ||||||||||||||||||||||
| Gregory J. Lampert | 18,395,892 | 560,024 | 3,171,788 | 97 | % | |||||||||||||||||||||
| Colleen C. Repplier | 18,240,361 | 715,555 | 3,171,788 | 96 | % | |||||||||||||||||||||
2. The Share Owners voted to ratify the selection of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for fiscal year 2025 as follows:
| Votes For | Votes Against | Votes Abstaining | Percentage of Votes Cast in Favor | |||||||||||||||||||||||
| 21,300,019 | 796,412 | 31,273 | 96 | % | ||||||||||||||||||||||
3. The Share Owners approved, on a non-binding, advisory basis, the compensation paid to the Company’s Named Executive Officers as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | Percentage of Votes Cast in Favor | ||||||||||||||||||||||||||||
| 18,195,117 | 512,190 | 248,609 | 3,171,788 | 97 | % | |||||||||||||||||||||||||||
4. The Share Owners approved, on a non-binding, advisory basis, the preferred frequency of every one year for future advisory votes on the compensation paid to the Company’s Named Executive Officers as follows:
| 1 Year | 2 Years | 3 Years | Votes Abstaining | |||||||||||||||||||||||
| 16,602,601 | 14,164 | 2,072,719 | 266,432 | |||||||||||||||||||||||
Item 8.01 Other Events
Stock Repurchase Plan
On November 15, 2024, the Board approved a resolution to authorize an extension to the Company’s current stock repurchase program (the “Plan”) by allowing a repurchase of up to an additional $20 million of common stock of the Company. This extension brings the total authorized stock repurchases under the Plan to $120 million, with no expiration date. The Plan was initially authorized on October 21, 2015 as an 18-month repurchase plan to repurchase up to $20 million of our common stock. Then, separately on each of September 29, 2016, August 23, 2017, November 8, 2018, and November 10, 2020, the Board extended and increased the Plan to allow the repurchase of up to an additional $20 million worth of common stock with no expiration date. The Plan may be suspended or discontinued at any time.
Board Chair, Committee Appointments
On November 15, 2024, the Board, at its regular meeting held after the annual Share Owners’ meeting, maintained its Committee and Chairperson appointments from the prior year. Robert J. Phillippy will continue as Chairperson of the Board. The current compositions of the Board’s Committees are listed in the table below:
| Director | Audit Committee | Nominating and ESG Committee | Talent, Culture, Compensation Committee | |||||||||||||||||
| Michele A. M. Holcomb | Chair | |||||||||||||||||||
| Gregory J. Lampert | X | X | ||||||||||||||||||
| Colleen C. Repplier | X | X | ||||||||||||||||||
| Gregory A. Thaxton | X | X | ||||||||||||||||||
| Tom G. Vadaketh | Chair | |||||||||||||||||||
| Holly A. Van Deursen | Chair | |||||||||||||||||||
Each of the three Committees reports directly to the Board and is comprised entirely of independent Directors.
Updated Stock Ownership Guidelines
Also on November 15, 2024, the Company’s Board of Directors revised its existing Share Ownership Guidelines for directors, the Company’s Chief Executive Officer, and executives reporting directly to the CEO to (1) explicitly include restricted shares and earned performance shares from the calculation of shares held by the covered person; (2) explicitly exclude unexercised stock options from the same calculation (although the Company has not granted stock options since becoming a public company in 2014); and (3) shorten the target for executives reporting directly to the CEO to attain their share ownership requirements from seven years to five years. Each covered director or executive continues to have the requirement to maintain Common Stock ownership equal to either three times their annual cash retainer or base salary (for directors and for executives reporting directly to the CEO) or six times their base salary (for the CEO) and to have a reasonable time from their appointment to attain those share ownership requirements.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed as part of this report:
| Exhibit | ||||||||
| Number | Description | |||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) | |||||||
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.
| KIMBALL ELECTRONICS, INC. | |||||
| By: | /s/ Douglas A. Hass | ||||
| DOUGLAS A. HASS Chief Legal & Compliance Officer, Secretary | |||||
Date: November 19, 2024