Current Report Filing (8-k)
31 August 2019 - 3:59AM
Edgar (US Regulatory)
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): August 28, 2019
Kewaunee Scientific Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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0-5286
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38-0715562
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2700 West Front Street
Statesville, North Carolina
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28677
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: 704-873-7202
N/A
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $2.50 par value
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KEQU
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NASDAQ Global Market
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) and (b) On August 28, 2019, the Company held its 2019 Annual Meeting of Stockholders. At that meeting, the Companys
shareholders voted on the matters set forth below.
1. Each of the nominees named below was
re-elected as a Class III director for a three year term as follows:
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Name of Nominee
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For
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Withheld
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Non-Votes
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Margaret B. Pyle
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1,707,220
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179,091
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584,539
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Donald F. Shaw
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1,726,548
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159,763
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584,539
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2. The independent registered public accounting firm of Ernst & Young LLP was ratified as the
Companys independent auditor for fiscal year 2020 as follows:
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For
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Against
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Abstained
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2,445,411
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16,375
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9,093
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3. The compensation of the Companys named executive officers was approved on an advisory basis
pursuant to the following votes:
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For
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Against
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Abstained
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Non-Votes
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1,688,434
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142,704
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55,202
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584,539
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4. An advisory vote on whether the frequency of holding an advisory vote on executive compensation
should be every one year, two years or three years resulted in the following votes:
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One Year
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Two Years
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Three Years
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Abstained
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Non-Votes
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1,493,036
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47,103
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256,676
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89,525
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584,539
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(d) In accordance with the recommendation of the Board of Directors and consistent with the vote of the
Companys stockholders, the Company will include an advisory non-binding vote of the Companys stockholders on the compensation of the Companys named executive officers in its proxy materials
on an annual basis.
2
Signature
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.
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(Registrant)
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Kewaunee Scientific Corporation
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Date: August 30, 2019
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/s/ Donald T. Gardner III
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Donald T. Gardner III
Vice President,
Finance and
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Chief Financial Officer
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3
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