Kimball Electronics Files 8-K on Shareholder Votes and Events

TL;DR

Kimball Electronics filed an 8-K on Nov 15th covering shareholder votes and other key events.

AI Summary

Kimball Electronics, Inc. filed an 8-K on November 19, 2024, reporting on matters submitted to a vote of security holders and other events. The filing date for the earliest event reported is November 15, 2024. The company is incorporated in Indiana and its principal executive offices are located in Jasper, Indiana.

Why It Matters

This 8-K filing provides updates on significant corporate actions and shareholder matters, which are crucial for investors to understand the company's governance and operational status.

Risk Assessment

Risk Level: low — This filing is a routine 8-K reporting on corporate events and shareholder matters, not indicating any immediate financial distress or significant operational changes.

Key Players & Entities

• Kimball Electronics, Inc. (company) — Registrant
• Indiana (location) — State of incorporation
• November 15, 2024 (date) — Date of earliest event reported
• November 19, 2024 (date) — Date of report
• 1205 Kimball Boulevard, Jasper, Indiana 47546 (address) — Principal executive offices

FAQ

Key Financial Figures

• $20 million — ing a repurchase of up to an additional $20 million of common stock of the Company. This ex
• $120 m — zed stock repurchases under the Plan to $120 million, with no expiration date. The Pla

Filing Documents

• ke-20241115.htm (8-K) — 68KB
• ke-20241115_g1.jpg (GRAPHIC) — 686KB
• 0001606757-24-000073.txt ( ) — 1781KB
• ke-20241115.xsd (EX-101.SCH) — 2KB
• ke-20241115_def.xml (EX-101.DEF) — 14KB
• ke-20241115_lab.xml (EX-101.LAB) — 25KB
• ke-20241115_pre.xml (EX-101.PRE) — 15KB
• ke-20241115_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

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

01 Other Events

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 fro

01 Financial Statements and Exhibits

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

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

View Full Filing

View this 8-K filing on SEC EDGAR