ke-20260930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)


Filed by the Registrant x
Filed by a Party other than the Registrant o

Check the appropriate box:

o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12


			KIMBALL ELECTRONICS, INC.
			(Name of Registrant as Specified In Its Charter)


			(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2026 Annual Meeting and Proxy Statement


LETTER FROM OUR CEO

To Our Share Owners:

As I reflect on my third full year as CEO of Kimball Electronics, I am filled with a sense of pride and accomplishment for the transformation that occurred in fiscal year 2026 as we continued to position our Company for the future. It is humbling, and a privilege, to lead an organization with more than six decades of manufacturing excellence, a genuine commitment to long-term relationships, and Guiding Principles that shape how we serve our customers, support our people, give back to our communities, and create value for you, our Share Owners. I truly appreciate the trust that you have placed in me with this opportunity.

Fiscal year 2026 was a year of transition. We celebrated our 65th anniversary as a Company, 20 years of operations in Nanjing, China, and 10 years in Timisoara, Romania. We cut the ribbon at the grand opening of our 308,000-square-foot medical manufacturing facility in Indianapolis, and we kicked off a phased campaign to rebrand as Kimball Solutions. Then, on the dawn of our new fiscal year, we welcomed Helvoet Polymer Technologies on July 1, 2026. Throughout the year, our teams navigated uneven demand and geopolitical uncertainty, but ended with a strong finish, momentum, and an outlook projecting a return to top-line growth in fiscal year 2027. We also strengthened our balance sheet, generated strong cash flow, and used it to pay down debt while investing in future growth as a differentiated, global, contract development and manufacturing organization. Financial highlights in fiscal year 2026 included:

•Revenue of $1.4 billion, with medical sales increasing year-over-year;

•An adjusted operating income margin of 4.6% of net sales;

•Cash generated from operating activities of $72 million;

•Borrowings of $117 million, our lowest level of debt in more than four years; and

•$12 million returned to you, our Share Owners, through the repurchase of 447,000 shares of common stock.

Our acquisition of Helvoet, a European-based medical contract development and manufacturing organization with operations in Tilburg, The Netherlands, and Pune, India, advances the medical strategy we have been building toward. Helvoet brings highly automated micro-molding and precision injection-molding capabilities supporting microfluidics, in vitro diagnostics, and drug delivery applications, and approximately 70% of its revenue serves medical end markets. It enhances our presence in Europe, gives us immediate access to the emerging market in India, and provides a new avenue to leverage our Indianapolis facilities.

At this year’s Annual Meeting, we are also asking you to approve an amendment to our Articles of Incorporation to change our corporate name to Kimball Solutions. The new name reflects an expanded portfolio of capabilities that now includes design and engineering support, supply chain management, precision molded plastics for medical applications, and high-level and final product assemblies. Our heritage in electronics manufacturing remains strong, and this change honors it while more accurately representing the breadth of value we deliver to customers today. I thank you in advance for your support.

For more detailed insights into the past year, I encourage you to read our Annual Report and Form 10-K, as well as to follow updates on our website at www.kimballelectronics.com. Please review this 2026 Proxy Statement and the Q&A with information about the 2026 Annual Meeting. Your active participation is vital to us.

I would like to extend a personal invitation for you to attend our annual meeting in person at Kimball Electronics’ new Indianapolis facility, located at 1220 South Post Road, Indianapolis, Indiana, 46239, beginning on Friday, November 13, 2026, at 10:00 A.M., Eastern Standard Time (EST). On behalf of the entire Kimball Electronics team, thank you once again for your continued support and investment as a Kimball Electronics Share Owner.

Ric Phillips

Chief Executive Officer and Director

Kimball Electronics, Inc.


NOTICE OF ANNUAL MEETING OF SHARE OWNERS

KIMBALL ELECTRONICS, INC.

1205 Kimball Blvd.

Jasper, Indiana 47546

(812) 634-4000

Dear Fellow Share Owners of Kimball Electronics, Inc.:

We cordially invite you to attend the annual meeting of the Share Owners (the “Annual Meeting”) of KIMBALL ELECTRONICS, INC., an Indiana corporation (the “Company”), which will be held at the Company’s facility at 1220 South Post Road, Indianapolis, Indiana 46239, on Friday, November 13, 2026, at 10:00 A.M., Eastern Standard Time (EST). At the Annual Meeting, you will have the opportunity to vote on four important proposals:


1.			To elect three (3) directors of the Company (“Proposal 1”).

2.			To ratify the selection of the Company’s independent registered public accounting firm for fiscal year 2027 (“Proposal 2”).

3.			An advisory vote on the compensation paid to the Company’s Named Executive Officers (“Proposal 3”).

4.			To approve an amendment to our Articles of Incorporation to change the Company’s name from Kimball Electronics, Inc. to Kimball Solutions, Inc. (“Proposal 4”).

and to consider and transact such other business as may properly come before the meeting or any adjournments thereof. Only Share Owners of record at the close of business on September 14, 2026 are entitled to notice of and to vote at the Annual Meeting.

YOUR VOTE IS VERY IMPORTANT! We hope you will attend the Annual Meeting in person. However, regardless of whether you plan to attend the meeting, it is important that your shares be represented and voted at the meeting. We encourage you to promptly vote and submit your proxy via the Internet, by toll-free telephone, or if you receive this proxy by mail, by signing, dating, and returning the enclosed proxy card in the envelope provided. If you received more than one proxy card, that is an indication that your shares are registered in more than one account. Please complete and return a proxy for each proxy card you receive. If you attend the Annual Meeting, you can vote in person even if you previously submitted your proxy.

Thank you for your continued investment in Kimball Electronics. We look forward to seeing all of you on November 13.

By Order of the Board of Directors

Douglas A. Hass

Chief Legal & Administrative Officer, Secretary

September 30, 2026


YOUR VOTE IS IMPORTANT!			WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE PROMPTLY BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE NOTICE OR THE PROXY CARD, OR IF YOU RECEIVED A PRINTED SET OF PROXY MATERIALS, YOU MAY VOTE BY SIGNING, DATING, AND MAILING THE ACCOMPANYING PROXY CARD. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IF YOU ATTEND THE MEETING IN PERSON.


TABLE OF CONTENTS
Letter From Our CEO			2
Notice of Annual Meeting of Share Owners			3

Summary of Information About The Annual Meeting			6
Agenda Items and Board Recommendations			6
Proposal 1: Election of Directors			7
Nominees for Election as Directors by Holders of Common Stock			7
Board Leadership Structure			11
Board Committees			11
Audit Committee			12
Nominating and ESG Committee			12
Talent, Culture, and Compensation Committee			13
Board Qualifications and Composition			13
Qualifications and Composition Summary			14
Board Classification			15
Board and Annual Meeting Attendance			15
Director Independence and Refreshment			15
Director Compensation			16
Corporate Governance at Kimball Electronics			17
Governance Philosophy			17
Share Owner Rights			17
The Board's Strategic Planning Role			17
How the Board Addresses and Oversees Risk			17
Board Risk Oversight Roles			18
Sustainability Oversight; Including Environmental, Health and Safety and Social Responsibility Risks			19
Cybersecurity/Information Security Oversight			20
Oversight, Review, and Approval of Transactions with Related Persons			20
Our People are the Company: Human Capital Management			21







Proposal 2: Selection of Independent Registered Public Accounting Firm			28
Independent Registered Public Accounting Firm Fees			28
Consideration of Services Provided by the Independent Registered Public Accounting Firm			28
Report of the Audit Committee			29
Ratification of Selection of Independent Registered Public Accounting Firm			29
Information About Our Executive Team			30
Compensation Discussion and Analysis			32
I. Summary of our Fiscal Year 202 6 Performance and Executive Compensation Program			32
II. Compensation Philosophy and Governance			34

III. Fiscal Year 202 6 Named Executive Officer Compensation			38




IV. Additional Compensation Policies and Practices			47
Compensation Related Risk Assessment			49
Report of the Talent, Culture, and Compensation Committee			49
Compensation Committee Interlocks and Insider Participation			50
Executive Compensation			50
Summary Compensation Table			50
Grants of Plan-Based Awards in Fiscal Year 202 6			51
Outstanding Equity Awards at Fiscal Year End 202 6			53
Option Exercises and Stock Vested in Fiscal Year 202 6			54


Nonqualified Deferred Compensation in Fiscal Year 202 6			54
Employment Agreements with NEOs and Potential Payments Upon Termination or Change-In-Control			55
CEO Pay Ratio			57
Pay vs. Performance of our NEOs			57




Equity Compensation Plans Information			61
Proposal 3: Advisory Vote on the Compensation Paid to Our Named Executive Officers			61
Proposal 4: Approval of an Amendment to Our Articles of Incorporation to Change Our Name to Kimball Solutions, Inc.			63
Share Ownership Information			63
Information About the 202 6 Annual Meeting			66



Other Matters			70
Submission of Nominations and Proposals For 2026			70
Communication with the Board			71
Appendix A: Pre-Approval Process for Services Performed by the Independent Registered Public Accounting Firm			A-1


SUMMARY OF INFORMATION ABOUT THE ANNUAL MEETING


Annual Share Owners Meeting
DATE			November 13, 2026
TIME			10:00 a.m. EST
PLACE			1220 South Post Road, Indianapolis, Indiana 46239
RECORD DATE			September 14, 2026
VOTING ELIGIBILITY			Registered Share Owners as of the Record Date are entitled to submit proxies or vote in person at the Annual Share Owners Meeting.

Solicitation of Proxies

The Board of Directors (also referred to herein as the “Board”) of Kimball Electronics, Inc. (“we,” “us,” “our,” “Kimball Electronics,” or the “Company”) is soliciting proxies for use at the Company’s 2026 Annual Meeting of Share Owners and any postponements or adjournments of that meeting (as so postponed or adjourned, the “2026 Annual Meeting” or the “Annual Meeting”). The Company first mailed this Proxy Statement, the accompanying form of proxy, and the Company’s Annual Report for 2026 on or about September 30, 2026.

The Board has fixed the close of business on September 14, 2026 as the Record Date for the Annual Meeting. You are entitled to notice and to vote if you were a Share Owner of record of our Common Stock as of the close of business on that date. Your shares may be voted at the Annual Meeting only if you are present in person or your shares are represented by a valid proxy. As of September 14, 2026, there were 23,991,995 shares outstanding, each share entitled to one vote.

Agenda Items and Board Recommendations

Proposal

Board
Recommendation

Vote Required
for Approval

Effect of

Withheld Votes or Abstentions

Effect of

Broker

Non-Votes

Proposal 1:

Elect three Directors for a three-year term:

•Robert J. Phillippy

•Richard D. Phillips

•Gregory A. Thaxton

FOR each nominee

Majority of the votes cast and entitled to vote

None

Proposal 2:

Ratify the selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm

FOR

Majority of the votes cast and entitled to vote

None

N/A

Proposal 3:

Advisory Vote on the Compensation Paid to Our Named Executive Officers

FOR

Majority of the votes cast and entitled to vote

None

Proposal 4:

Approve an amendment to our Articles of Incorporation to change the Company’s name to Kimball Solutions, Inc.

FOR

Majority of the votes cast and entitled to vote

None

N/A

The Board of Directors knows of no other matters that may come up for action at the Annual Meeting. However, if any other matter properly comes before the meeting, the persons named in the proxy form will vote in accordance with their judgment on such matter using the discretionary authority granted in the proxy form.


PROPOSAL 1: ELECTION OF DIRECTORS

Nominees For Election as Directors by Holders of Common Stock

Our Board of Directors (the “Board”) is divided into three classes with approximately one-third of the directors up for election each year. We have noted the class of each director and the date of their election in their qualification descriptions below. At the 2026 Annual Meeting of Share Owners, the Share Owners will elect three (3) directors to serve a term of three years, or until their respective successors have been duly elected and qualified.

A director selected by the Board to fill a vacancy holds office until the end of the predecessor’s original term, or if the vacancy arises because of an increase in the size of the Board, at the end of the term specified at the time of such director’s election or selection, and until that director’s successor has been elected and qualified, until the Board accepts their earlier resignation, or until the director’s disqualification, disability, or removal.

Each nominee has consented to serve as a director if elected. If for any reason any such nominee shall become unable or unwilling to serve, the proxies will be voted to fill any vacancy so arising in accordance with the discretionary authority of the persons named in the accompanying proxy. The Board is confident that each such nominee will be able to serve.

Below, we describe the unique individual qualifications and skills of our nominees that led our Board to the conclusion that each should serve as a director and have included information each director has given us about their age, positions held, principal occupation, business experience for at least the past five years, and the names of other publicly-held companies of which they currently serve (or during the past five years has served) as a director.

The Class III nominees to be elected to serve a three-year term are:

Robert J. Phillippy

Richard D. Phillips

Gregory A. Thaxton


	Robert J. Phillippy	Chairperson of the Board

Director since 2018 Class III- re-election in 2026	Mr. Phillippy is an independent consultant, advising technology companies on a range of strategic, operational, and organizational issues. He retired in 2016 from his position as President, Chief Executive Officer, and a Director of Newport Corporation, a publicly traded lasers, optics, and photonics technology company with 15 manufacturing locations in seven countries. He joined Newport in 1996 and served in various executive management roles prior to his appointment as Chief Executive Officer in 2007. Previously, he served for 12 years in various management roles for Square D Company, a division of Schneider Electric. He currently serves on the boards of directors of ESCO Technologies (NYSE: ESE), where he is Chairperson, and Materion Corporation (NYSE: MTRN). Mr. Phillippy received a Bachelor of Science degree in electrical engineering from the University of Texas at Austin and a Master of Science degree in management from Northwestern University’s Kellogg Graduate School of Management. Mr. Phillippy’s experience as a chief executive officer of a publicly traded technology and manufacturing company adds significant leadership, strategy, and operational experience to the Board. His leadership in companies that design and manufacture complex, precision systems, including electronic components, provides electronic manufacturing services sector expertise to the Board.


	Richard D. Phillips	Director, Chief Executive Officer

Director since 2023 Class III - re-election in 2026	Mr. Phillips was appointed a Director and as Kimball Electronics’ Chief Executive Officer in March 2023. With more than 20 years of experience in operations and advisory roles, Mr. Phillips was previously the President and Chief Executive Officer from 2019 until 2022 for Elkay Manufacturing Company, a global manufacturer and distributor of commercial and residential plumbing products and designer and installer of commercial interiors for the foodservice and hospitality sectors. He was also a member of the Board of Directors for Elkay. Mr. Phillips also served as the President, Chief Executive Officer, and Board member from 2017 through 2019, for Essendant, Inc. (formerly United Stationers, Inc.), a Fortune 500 wholesale distributor of workplace-related products. Before joining Essendant, where he held positions of increasing responsibility from 2013 through 2017, Mr. Phillips held several leadership roles with McKinsey & Company, including co-leading the Pharmaceuticals and Medical Products operations practice. He was elected Partner in 2005. Mr. Phillips previously served as an independent Director of Follett Corporation. Mr. Phillips holds a Bachelor of Science in Finance from Indiana University and a Master of Management from Northwestern University Kellogg Graduate School of Management. Mr. Phillips brings the Board a wealth of strategic development and executive business leadership and expertise in both the healthcare equipment and electronic manufacturing services sectors.


	Gregory A. Thaxton	Director

Director since 2017 Class III - re-election in 2026	Mr. Thaxton is the former Executive Vice President and Chief Financial Officer of Nordson Corporation (Nasdaq: NDSN), a publicly traded industrial technology company focused on precision dispensing, fluid management, and related processes with operations in nearly 40 countries. Mr. Thaxton retired from Nordson in 2020. He had more than thirty years of experience with Nordson, serving in various domestic and international financial management and leadership roles after beginning his career with a Big Four public accounting firm. Mr. Thaxton is a Certified Public Accountant (inactive). Mr. Thaxton received his Bachelor of Science degree in accounting from Miami University and his MBA in international management from Baldwin Wallace University. Mr. Thaxton’s experience adds significant financial, accounting, capital structure, and SEC reporting expertise to the Board, and his financial leadership in a global industrial technology company provides the Board expertise in the electronics manufacturing services sector.


			Other Directors Not Standing for Re-election in 2026


	Michele A. M. Holcomb, PhD	Director

Director since 2019 Class II - re-election in 2028	Dr. Holcomb is the former Executive Vice President, Chief Strategy and Business Development Officer at Cardinal Health, a global, integrated healthcare services and products company, from 2017 through September 2022. From 2012 to 2017, she held positions as Chief Operating Officer of Global R&D and Senior Vice President of Strategy, Portfolio, Search and Partnerships at Teva Pharmaceuticals, a global manufacturer of generic and innovative medicines. Prior to that, Dr. Holcomb served as a partner in the Global Pharmaceutical Practice at consulting firm McKinsey & Company. She serves as a director for PureTech Health (LSE: PRTC), for Compugen Ltd. (Nasdaq: CGEN), and for Controlant hf. Dr. Holcomb received her Bachelor of Science degree in chemistry from Stanford University and a Doctorate in Chemistry from the University of California at Berkeley. Dr. Holcomb’s experience and background provide the Board with valuable insights in the areas of strategy, M&A and product development, and her executive leadership in companies that develop and distribute healthcare products and medical technologies brings substantial expertise to us in the healthcare equipment sector.


	Tom G. Vadaketh	Director

Director since 2022 Class II - re-election in 2028	Mr. Vadaketh is the former Chief Financial Officer at Enviri Corporation (NYSE: NVRI), where he served from 2023 through his retirement in June 2026. Enviri offers a broad range of environmental services and related innovative solutions, including critical recycle and reuse solutions for waste streams. From January 2022 through October 2023, Mr. Vadaketh served as Chief Financial Officer of Bausch Health (NYSE, TSX: BHC), which develops, manufactures, and markets pharmaceuticals, over-the-counter products, and medical devices globally. Prior to joining Bausch Health, Mr. Vadaketh served as Executive Vice President and Chief Financial Officer of eResearch Technology, Inc. from September 2018 to December 2021 where he was responsible for leading the Finance function including controllership, treasury, taxation, and financial planning. Mr. Vadaketh spent over 20 years at Procter & Gamble and Tyco International, where he held several roles at both companies of increasing responsibility. Mr. Vadaketh received his degree from the Institute of Chartered Accountants in England and Wales (ACA) and an MBA from Manchester Business School. He is a Certified Public Accountant. Mr. Vadaketh brings more than 30 years of financial experience to the Board, having led large, highly complex financial organizations and developed expertise in driving growth and transformation. His executive roles in companies that manufacture and market medical devices and healthcare products bring substantial expertise to us in the healthcare equipment sector.


	Holly A. Van Deursen	Director

Director since 2019 Class II - re-election in 2028	Ms. Van Deursen currently serves as an independent director on the boards of two other public companies, Albemarle Corporation (NYSE: ALB) and Synthomer, plc (LSE: SYNT). She has also served as an independent director on the boards of Capstone Green Energy (formerly Capstone Turbine Corporation) (Nasdaq: CGRN) from 2007 to August 2021; Actuant Corporation, now Enerpac Tool Group Corporation (NYSE: EPAC), from 2008 to 2020; Bemis Company from 2008 to 2019; and Petroleum Geo-Services ASA from 2006 to 2018. Beginning in 1989, she served in various senior executive management roles for BP p.l.c., a $250 billion oil, gas, and energy company operating in North America, Asia, and Europe, before retiring in 2005 as a member of the top-forty executive management team. Prior to 1989, she served in various engineering, manufacturing and product development roles for Dow Corning Corporation. Ms. Van Deursen received her Bachelor of Science degree in chemical engineering from the University of Kansas and her MBA from the University of Michigan. Ms. Van Deursen’s experience in executive roles and as a public company director provides the Board significant insights into board operations and governance, leadership, and international business, and her leadership in global manufacturing and product development provides the Board with expertise in the electronic manufacturing services sector.


	Gregory J. Lampert	Director

Director since 2014 Class I - re-election in 2027	Mr. Lampert is the former Chief Executive Officer and President of Omni Cable Corporation, a distributor of specialty wire and cable, where he served from 2017 through his retirement in June 2023. Prior to his executive position at Omni Cable Corporation, he was Chief Executive Officer of the Americas region of General Cable beginning in January 2013 and held the same position for the North America region beginning in 2008. Prior to that, he held various management positions at General Cable after joining the company in 1998. Prior to joining General Cable, he held engineering and commercial management positions with The Dow Chemical Company and Cintas Corporation. Mr. Lampert was also a director of Omni Cable Corporation until his retirement and continues to serve as a director at Xtek Corporation, a for-profit private company. Mr. Lampert has a Bachelor of Science degree in chemical engineering from the University of Cincinnati and an MBA from the University of Chicago with a concentration in Finance and Strategy. Mr. Lampert’s previous board experience and financial background, as well as experience in managing sales organizations provide broad insights into capital planning and sales operations. His leadership in companies that manufacture and distribute electronic components and industrial materials brings expertise to the Board in the electronic manufacturing services sector.


	Colleen C. Repplier	Director

Director since 2014 Class I - re-election in 2027	Ms. Repplier is a strong and respected leader in the industrial, energy, and commercial building industries, with more than three decades of operational and P&L experience in diversified manufacturing companies. Ms. Repplier began her career in the energy industry, holding roles in engineering and marketing with Westinghouse Electric Company, construction design with Bechtel Corporation, and progressing roles in engineering, process improvement, product management, sales, and general management at General Electric. She also held senior leadership positions and was a company officer at Home Depot and HD Supply before joining Tyco in 2007. At Tyco, she served as President of the Tyco Fire Protection business until the company was acquired by Johnson Controls (JCI). She retired from JCI in her role as the Vice President and General Manager of a $4.5 billion global portfolio of HVAC product businesses with 20,000 employees in June 2018. Ms. Repplier received her Bachelor of Science degree in electrical engineering at the University of Pittsburgh. She later received her MBA from the University of Central Florida, where she also taught as an adjunct professor in the school of business. She is a certified Six Sigma Master Black Belt. Ms. Repplier serves as director and compensation committee chair for privately held PGH KKSP Acquisition Holdings. Ms. Repplier’s engineering background and extensive experience in operations, supply chain management, and six-sigma methodologies provide broad insights into operational planning and improvement opportunities. Her leadership in global manufacturing and industrial systems provides expertise to the Board in the electronic manufacturing services sector.


The Board of Directors recommends that you vote “FOR” the election of each of the Class III director nominees.