UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Kewaunee Scientific Corporation (the “Company”) held its Annual Meeting of Shareholders on August 23, 2023 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Kewaunee Scientific Corporation 2023 Omnibus Incentive Plan, as amended (the “Plan”).
A summary of the Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 6, 2023 (the “Proxy Statement”), as supplemented by the additional definitive proxy soliciting material filed with the Securities and Exchange Commission on August 10, 2023 (the “Additional Soliciting Material”). The Proxy Statement and the Additional Soliciting Material are incorporated herein by reference.
The summary of the Plan contained in the Proxy Statement, as supplemented by the Additional Soliciting Material, is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) and (b) On August 23, 2023, the Company held the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the matters set forth below.
1. Each of the nominees named below was re-elected as a Class I director for a three-year term as follows:
| Name of Nominee |
For | Withheld | Non-Votes | |||||||||
| Thomas D. Hull III |
1,912,637 | 6,896 | 560,185 | |||||||||
| David S. Rhind |
1,666,638 | 252,895 | 560,185 | |||||||||
| John D. Russell |
1,910,387 | 9,146 | 560,185 | |||||||||
2. The appointment of the independent registered public accounting firm of FORVIS, LLP as the Company’s independent auditors for fiscal year 2024 was ratified as follows:
| For |
Against |
Abstained | ||
| 2,476,494 | 57 | 3,167 |
3. The compensation of the Company’s named executive officers was approved on an advisory basis as follows:
| For |
Against |
Abstained |
Non-Votes | |||
| 1,839,983 | 65,792 | 13,758 | 560,185 |
4. The Kewaunee Scientific Corporation 2023 Omnibus Incentive Plan, as amended, was approved as follows:
| For |
Against |
Abstained |
Non-Votes | |||
| 1,419,893 | 498,027 | 1,613 | 560,185 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit No. |
||
| 10.1 | Kewaunee Scientific Corporation 2023 Omnibus Incentive Plan, as amended. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Signature
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.
| (Registrant) Kewaunee Scientific Corporation | ||||||
| Date:August 25, 2023 | /s/ Donald T. Gardner III | |||||
| Donald T. Gardner III | ||||||
| Vice President, Finance and Chief Financial Officer | ||||||