KEWAUNEE SCIENTIFIC CORP /DE/
For the period ended Apr 30, 2025. Filed Jul 2, 2025.
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FY2025 · Filed Jul 2, 2025
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EXHIBIT INDEX
KEWAUNEE SCIENTIFIC CORPORATION
Exhibit Index
| Reference | ||||
|---|---|---|---|---|
| 2 · Plan of acquisition | ||||
| 2.1 | Securities Purchase Agreement, dated as of November 1, 2024, by and among Kewaunee Scientific Corporation, Nu Aire, Inc., Richard A. Peters, William F. Peters, Rita Peters Revocable Trust, and any amendments thereto, Richard A. Peters Revocable Trust dated May 18, 2020, and any amendments thereto, William F. Peters 2023 Irrevocable Trust dated December 20, 2023, and any amendments thereto, William F. Peters Revocable Trust, and any amendments thereto, and William F. Peters, as Sellers' Representative | (21) | ||
| 3 | Articles of incorporation and bylaws | |||
| 3.1 | Conformed copy of Restated Certificate of Incorporation (reflecting all amendments to date) | (10) | ||
| 3.3 | By-Laws (as amended as of April 21, 2020) | (16) | ||
| 4 | Description of Registrant's Securities | |||
| 4.1 | Description of Capital Stock | (13) | ||
| 4.2 | Form of Seller Note | (21) | ||
| 10 | Material Contracts | |||
| 10.1* | Re-Established Retirement Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective January 1, 2024) | (4) | ||
| 10.2* | Kewaunee Scientific Corporation Executive Severance Pay Policy | (2) | ||
| 10.3* | 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective June 29, 2015) | (6) | ||
| 10.3A* | First Amendment to the 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective January 1, 2020) | (15) | ||
| 10.3B* | Second Amendment to the 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation effective May 15, 2023 | (3) | ||
| 10.3C* | Third Amendment to the 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation effective January 1, 2025 | (1) | ||
| 10.4 | Agreement for Purchase and Sale of Real Property dated as of December 22, 2021 between CAI Investments Sub Series 100, LLC and Kewaunee Scientific Corporation | (18) | ||
| 10.4A | First Amendment to the Agreement for Purchase and Sale of Real Property dated as of January 21, 2022 | (18) | ||
| 10.4B | Second Amendment to the Agreement for Purchase and Sale of Real Property dated as of January 24, 2022 | (18) | ||
| 10.4C | Third Amendment to the Agreement for Purchase and Sale of Real Property dated as of January 26, 2022 | (18) | ||
| 10.4D | Fourth Amendment to the Agreement for Purchase and Sale of Real Property dated as of March 23, 2022 | (10) | ||
| 10.5* | 401Plus Executive Deferred Compensation Plan (as amended and restated January 1, 2009) | (5) | ||
| 10.5A* | Amendment No. One to the Kewaunee Scientific Corporation 401Plus Executive Deferred Compensation Plan | (5) | ||
| 10.5B* | Amendment No. Two to the Kewaunee Scientific Corporation 401Plus Executive Deferred Compensation Plan | (9) | ||
| 10.6* | Pension Equalization Plan (as amended and restated January 1, 2009) | (5) | ||
| 10.6A* | Amendment No. One to the Kewaunee Scientific Corporation Pension Equalization Plan | (5) | ||
| 10.7* | Kewaunee Scientific Corporation 2017 Omnibus Incentive Plan | (8) | ||
| 10.8* | Kewaunee Scientific Corporation 2023 Omnibus Incentive Plan, as amended | (7) | ||
| 10.9* | Offer Letter to Donald T. Gardner III dated April 2, 2019. | (11) | ||
| 10.10* | Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Thomas D. Hull III. | (12) | ||
| 10.11* | Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Donald T. Gardner III. | (12) | ||
| 10.12* | Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Elizabeth D. Phillips. | (12) | ||
| Reference | ||
|---|---|---|
| 10.13* | Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Ryan S. Noble. | (12) |
| 10.14* | Employment agreement dated October 1, 2017 between Kewaunee Labway India Pvt. Ltd and Bhoopathy Sathyamurthy. | (13) |
| 10.15* | Employment Agreement dated as of October 28, 2019 between Kewaunee Scientific Corporation and Mandar Ranade | (14) |
| 10.16* | Change of Control Employment Agreement dated as of December 2, 2019 between Kewaunee Scientific Corporation and Mandar Ranade | (15) |
| 10.17* | Offer Letter dated as of May 7, 2020 between Kewaunee Scientific Corporation and Douglas J. Batdorff | (17) |
| 10.18* | Change of Control Employment Agreement dated as of June 1, 2020 between Kewaunee Scientific Corporation and Douglas J. Batdorff | (17) |
| 10.19* | Retention Bonus Agreement, dated March 18, 2024, by and between Kewaunee Scientific Corporation and Thomas D. Hull III. | (19) |
| 10.20* | Retention Bonus Agreement, dated June 26, 2024, by and between Kewaunee Scientific Corporation and Donald T. Gardner III | (20) |
| 10.21 | Loan Agreement, dated as of November 1, 2024, between Kewaunee Scientific Corporation and PNC Bank, National Association | (21) |
| 10.22 | Form of Security Agreement | (21) |
| 19.1 | Insider Trading Policy | (1) |
| 21.1 | Subsidiaries of the Company | (1) |
| 23.1 | Consent dated July 2, 2025 of Forvis Mazars, LLP, Independent Registered Public Accounting Firm | (1) |
| 31.1 | Certification of Principal Executive Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a) | (1) |
| 31.2 | Certification of Principal Financial Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a) | (1) |
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | (1) |
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | (1) |
| 97.1 | Kewaunee Scientific Corporation Incentive-Based Compensation Recovery Policy | (1) |
| 101.INS | XBRL Instance Document | (1) |
| 101.SCH | XBRL Taxonomy Extension Schema Document | (1) |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | (1) |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | (1) |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | (1) |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | (1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | (1) |
- The referenced exhibit is a management contract or compensatory plan or arrangement.
(All other exhibits are either inapplicable or not required.)
Footnotes
(1)Filed with this Form 10-K with the Securities and Exchange Commission.
(2)Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No. 0-5286) for the quarterly period ended October 31, 2005, and incorporated herein by reference.
(3)Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2023, and incorporated herein by reference.
(4)Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No. 0-5286) for the quarterly period ended January 31, 2024, and incorporated herein by reference.
(5)Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2015, and incorporated herein by reference.
(6)Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No. 0-5286) for the quarterly period ended October 31, 2015, and incorporated herein by reference.
(7)Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No. 0-5286) for the quarterly period ended July 31, 2023, and incorporated herein by reference.
(8)Filed as Appendix A to the Kewaunee Scientific Corporation Proxy Statement for its Annual Meeting of Stockholders on August 30, 2017 (Commission File No. 0-5286) filed on July 21, 2017, and incorporated herein by reference.
(9)Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No. 0-5286) for the quarterly period ended January 31, 2018, and incorporated herein by reference.
(10)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on March 30, 2022, and incorporated herein by reference.
(11)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on April 30, 2019, and incorporated herein by reference.
(12)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on June 21, 2019, and incorporated herein by reference.
(13)Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2019, and incorporated herein by reference.
(14)Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No. 0-5286) for the quarterly period ended October 31, 2019, and incorporated herein by reference.
(15)Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No. 0-5286) for the quarterly period ended January 31, 2020, and incorporated herein by reference.
(16)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on April 27, 2020, and incorporated herein by reference.
(17)Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2020, and incorporated herein by reference.
(18)Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File 0-5286) for the quarterly period ended January 31, 2022, and incorporated herein by reference.
(19)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on March 22, 2024, and incorporated herein by reference.
(20)Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2024, and incorporated herein by reference.
(21)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on November 1, 2024, and incorporated herein by reference.
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