Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 7, 2019, Kimball Electronics, Inc. (the “Company”) held its Annual Meeting of Share Owners (“annual meeting”). At the annual meeting, the Share Owners approved the Company’s 2019 Profit Sharing Incentive Bonus Plan, which amended and replaced the 2014 Profit Sharing Incentive Bonus Plan. The amendments provided for a CEO-only bonus category and local bonus payment requirements pertaining to the Company’s global operations. The amendments became effective immediately. This summary is not intended to be complete and is qualified in its entirety by reference to the 2019 Profit Sharing Incentive Bonus Plan included as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the Company’s annual meeting, the Share Owners approved amendments to the Company’s Amended and Restated Articles of Incorporation (as so amended, the “Amended Articles”) to (i) eliminate a supermajority voting requirement to amend the articles of incorporation under certain circumstances and (ii) provide for majority voting in uncontested director elections. The amendments became effective upon the approval by the Share Owners and the filing of the Amended Articles with the Indiana Secretary of State on November 7, 2019.
Upon approval by the Share Owners of the amendment to provide for majority voting in uncontested director elections and the filing of the Amended Articles with the Indiana Secretary of State, a corresponding amendment to the Company’s Amended and Restated By-Laws was approved by the Company’s Board of Directors (the “Board”) on November 7, 2019. The corresponding amendment, also effective November 7, 2019, adds a new Section 2.14, Director Resignation Policy, which requires an incumbent director who does not receive the requisite affirmative majority of the votes cast for his or her re-election to immediately tender his or her resignation to the Board.
This summary is not intended to be complete and is qualified in its entirety by reference to the Amended and Restated Articles of Incorporation included as Exhibit 3.1 and the Amended and Restated By-Laws included as Exhibit 3.2 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Share Owners held on November 7, 2019, the following items were voted on by Share Owners:
1. The Board is divided into three classes with approximately one-third of the directors up for election each year, with Class II standing for election at this meeting. Members of the Board are elected by the plurality of the votes cast by the shares entitled to vote in the election at the meeting. Class II members were elected based on the following election results:
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Class II Nominees as Directors serving a three-year term
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Votes For
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Votes
Withheld
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Broker
Non-Votes
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Holly A. Van Deursen
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19,188,118
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1,064,908
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2,636,369
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Michele M. Holcomb, PhD
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19,966,523
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286,503
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2,636,369
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2. The ratification of the selection of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for fiscal year 2020 was approved based on the following voting results:
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Votes For
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Votes Against
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Votes Abstaining
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22,843,194
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25,180
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21,021
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3. The compensation paid to the Company’s Named Executive Officers was approved, by a non-binding, advisory vote, based on the following voting results:
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Votes For
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Votes Against
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Votes Abstaining
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Broker
Non-Votes
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19,532,527
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690,891
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29,608
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2,636,369
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4. The Company’s 2014 Stock Option and Incentive Plan was approved, based on the following voting results (there have been no changes to this plan since its initial approval in 2014):
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Votes For
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Votes Against
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Votes Abstaining
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Broker
Non-Votes
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14,604,634
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5,591,096
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57,296
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2,636,369
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5. The Company’s 2019 Profit Sharing Incentive Bonus Plan was approved, based on the following voting results:
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Votes For
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Votes Against
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Votes Abstaining
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Broker
Non-Votes
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20,053,775
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171,856
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27,395
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2,636,369
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6. The amendment of the Company’s Articles of Incorporation to eliminate a supermajority voting requirement to amend the Articles of Incorporation under certain circumstances was approved, based on the following voting results:
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Votes For
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Votes Against
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Votes Abstaining
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Broker
Non-Votes
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20,112,307
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118,154
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22,565
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2,636,369
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7. The amendment of the Company’s Articles of Incorporation to provide for majority voting in uncontested director elections was approved, based on the following voting results:
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Votes For
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Votes Against
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Votes Abstaining
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Broker
Non-Votes
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20,195,473
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33,928
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23,625
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2,636,369
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