Kimball Electronics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Electrical Products
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 14, 2025
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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 14, 2025, 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 II 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 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, PhD | 18,231,454 | 681,693 | 2,715,452 | 96 | % | |||||||||||||||||||||
| Tom G. Vadaketh | 18,718,355 | 194,792 | 2,715,452 | 99 | % | |||||||||||||||||||||
| Holly A. Van Deursen | 18,494,741 | 418,406 | 2,715,452 | 98 | % | |||||||||||||||||||||
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 2026 as follows:
| Votes For | Votes Against | Votes Abstaining | Percentage of Votes Cast in Favor | |||||||||||||||||||||||
| 20,926,348 | 676,428 | 25,823 | 97 | % | ||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
| 18,229,506 | 357,968 | 325,673 | 2,715,452 | 98 | % | |||||||||||||||||||||||||||
Item 8.01 Other Events
Board Chair, Committee Appointments
On November 14, 2025, 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.
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
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 & Administrative Officer, Secretary | |||||
Date: November 18, 2025