MEETING AND VOTING INFORMATION |
Proxy Statement
This Proxy Statement and the accompanying proxy are being provided to
the Share Owners of the Company on or about September 10, 2015, and
are furnished in connection with the Board of Directors' solicitation
of proxies to be used at the Annual Meeting of Share Owners to be
held October 21, 2015, at the time and place and for the purpose of
considering and acting upon the matters specified in the Notice of
Annual Meeting of Share Owners accompanying this Proxy Statement. The
Board has fixed the close of business on August 18, 2015, for
determining our Share Owners entitled to notice of and to vote at the
meeting and any adjournments thereof. Only Share Owners of record at
the close of business on that date will be entitled to vote. As of
August 18, 2015, there were 29,171,749 shares outstanding, each share
entitled to one vote.
This year, we are pleased to be furnishing our proxy materials to our
Share Owners via the Internet under the e-proxy rules adopted by the
SEC. As a result, on or about September 10, 2015, we mailed to many
of our Share Owners a Notice of Internet Availability of Proxy
Materials (the "Notice") instead of a paper copy of this Proxy
Statement and our 2015 Annual Report to Share Owners, which includes
our Annual Report on Form 10-K as filed with the SEC for the fiscal
year ended June 30, 2015 (our "2015 Annual Report"). The Notice
contains instructions on how to access those documents and vote
online. The Notice also contains instructions on how each of those
Share Owners can request and receive a paper copy of our proxy
materials, including this Proxy Statement, our 2015 Annual Report and
a proxy card. All Share Owners who do not receive a Notice will
receive a paper copy of the proxy materials by mail unless they have
previously requested delivery of proxy materials electronically.
Using this distribution process conserves natural resources and
reduces the costs of printing and distributing these proxy materials.
This Proxy Statement, the form of the proxy card and voting
instructions are being made available to Share Owners on or about
September 10, 2015, at www.proxyvote.com. Our 2015 Annual Report is being made available at the same time and
by the same method. The 2015 Annual Report is not to be considered as
part of the proxy solicitation materials or as having been
incorporated by reference. Share Owners may receive, without charge,
a copy of our Annual Report on Form 10-K for the fiscal year ended
June 30, 2015, including financial statements but excluding exhibits,
as filed with the SEC. Please address requests for a copy of our
Annual Report on Form 10-K for the fiscal year ended June 30, 2015 to
our Secretary at Kimball Electronics, Inc., 1205 Kimball Blvd,
Jasper, Indiana 47546.
The SEC's rules permit us to deliver a single Notice or set of proxy
materials to one address shared by two or more of our Share Owners.
This delivery method is referred to as "householding" and can result
in significant cost savings. To take advantage of this opportunity,
we have delivered only one Notice or set of proxy materials to
multiple Share Owners who share an address, unless we received
contrary instructions from the impacted Share Owners prior to the
mailing date. We agree to deliver promptly, upon written or oral
request, a separate copy of the Notice or proxy materials, as
requested, to any Share Owners at the shared address to which a
single copy of those documents was delivered. If you prefer to
receive separate copies of the Notice or proxy materials, contact
Broadridge Financial Solutions, Inc. at 800-542-1061 or in writing at
Broadridge Financial Solutions, Inc., Householding Department, 51
Mercedes Way, Edgewood, New York 11717. If you are currently a Share
Owner sharing an address with another Share Owner and wish to receive
only one copy of future Notices or proxy materials for your
household, please contact Broadridge at the above phone number
or address.
If you have received a printed set of proxy materials, a proxy, being
solicited on behalf of the Board has been enclosed along with a
return envelope, which requires no postage if mailed in the United
States.
Any of our Share Owners who properly deliver a proxy may revoke their
proxy at any time prior to the voting thereof by either filing a
written revocation with the Secretary of the Company, submitting
another properly delivered proxy by telephone, via the Internet or by
mail with a later date, requesting the return of the proxy from the
Secretary prior to the vote, or attending the meeting and voting in
person, although attendance at the meeting will not by itself revoke
a previously granted proxy.
The entire cost of soliciting proxies will be borne by your Company.
In addition to the use of the mails, proxies may be solicited by
personal interview, telephone, and electronic mail by directors,
officers, and employees of your Company without extra compensation.
Your Company will also reimburse brokerage houses, custodians,
nominees, and fiduciaries for actual expenses incurred in forwarding
proxy material to beneficial owners.
Voting Information
The presence of a quorum requires that a majority of outstanding
shares of Common Stock be present at the meeting by proxy or in
person. Withholding authority, abstentions and "broker non-votes"
will be counted as present for purposes of determining the presence
or absence of a quorum for the transaction of business.
Under current regulations, banks and brokers are not permitted to
vote uninstructed shares on certain items (for example, in the
election of directors) on a discretionary basis. Thus, if you hold
your shares in street name and you do not instruct your bank or
broker how to vote in the election of directors, no votes will be
cast on your behalf. Your bank or broker will, however, continue to
have discretion to vote any uninstructed shares on the ratification
of the appointment of the Company's independent registered public
accounting firm.