8-K
filed November 15, 2022, 6:59 PM ET
ticker KE
CIK 0001606757
other material
confidence high
sentiment neutral
materiality 0.35
Kimball Electronics amends bylaws for universal proxy rules, forms ESG committee; shareholders reelect directors
Kimball Electronics, Inc.
- Bylaws amended to adopt SEC universal proxy rules for director nominations.
- Shareholders reelect Class II directors Holcomb, Van Deursen, Vadaketh with >97% support.
- Deloitte & Touche ratified as independent auditor for FY2023 with 96.8% vote.
- Board creates Nominating and ESG Committee; renames Compensation Committee to Talent, Culture, and Compensation.
- All committee compositions set effective immediately; each comprised entirely of independent directors.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kimball Electronics, Inc.: Amended by-laws to update advance notice provisions for universal proxy rules, remove references to former Compensation and Governance Committee, and update committee appointment provisions (effective 2022-11-11).
- Change
- bylaw amendment
- Effective
- 2022-11-11
Exact text from the filing
On November 11, 2022, the Board of Directors (the “Board”) of Kimball Electronics, Inc. (the “Company”) approved a resolution, effective immediately, to amend the Amended and Restated By-Laws of the Company (as amended, the “Amended By-Laws”) to (a) add language to amend our advance notice provisions to address the adoption by the Securities and Exchange Commission of universal proxy rules; (b) remove references to the Board’s now-former Compensation and Governance Committee; and (c) update the Article referring to the Board’s authority to appoint committees:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kimball Electronics, Inc. shareholders approved Advisory vote on the compensation paid to the Company’s Named Executive Officers at the 2022-11-11 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2022-11-11
Exact text from the filing
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 18,741,052 185,528 322,431 2,137,408 99 %
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kimball Electronics, Inc. shareholders approved Election of Class II Directors to serve a three-year term at the 2022-11-11 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2022-11-11
Exact text from the filing
The Share Owners voted to reelect each of the Class II nominees for director as follows: Class II Nominees for Directors to serve a three-year term Votes For Votes Withheld Broker Non-Votes Percentage of Votes Cast in Favor Michele A. M. Holcomb 19,018,805 230,206 2,137,408 99 % Holly A. Van Deursen 18,730,903 518,108 2,137,408 97 % Tom G. Vadaketh 19,039,377 209,634 2,137,408 99 %
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kimball Electronics, Inc. shareholders approved Ratification of the selection of Deloitte & Touche, LLP as the independent registered public accounting firm for fiscal year 2023 at the 2022-11-11 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2022-11-11
Exact text from the filing
The Share Owners voted to ratify the selection of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for fiscal year 2023 as follows: Votes For Votes Against Votes Abstaining Percentage of Votes Cast in Favor 20,685,017 686,364 15,038 96.8 %
View on SEC.gov
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