KADANT INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. )

Kadant Inc.

(Name of the Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

x 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.

KADANT INC.One Technology Park DriveWestford, MA 01886 USATel: +1 978-776-2000www.kadant.com

Dear Stockholder:

I am pleased to invite you to attend the 2024 annual meeting of stockholders of Kadant Inc. The meeting will be held on Wednesday, May 15, 2024 at 2:30 p.m. at our corporate office located at One Technology Park Drive, Westford, Massachusetts 01886. In addition to the physical portion of the meeting at the corporate office of Kadant Inc., the 2024 annual meeting will also be held over the Internet in a virtual meeting format, via live webcast. You will be able to attend the annual meeting in person or via the webcast. Stockholders who attend via the webcast will be able to vote and submit questions by visiting https://agm.issuerdirect.com/kai and entering a control number. Further information about how to attend the annual meeting via the webcast, vote your shares online during the meeting and submit questions during the meeting is included in the attached notice of meeting and proxy statement. Details regarding the business to be conducted at the meeting are described in the enclosed notice of the meeting and proxy statement.

We make our proxy materials available over the Internet and stockholders will receive a notice describing the Internet availability of our proxy materials. The notice contains instructions for accessing our proxy materials over the Internet or requesting a paper copy of the proxy materials by mail. Our proxy materials include this proxy statement and our 2023 annual report to stockholders, containing our audited financial statements and information about our business.

Your vote is very important. Whether or not you plan to attend the meeting in person, you can ensure your shares of our common stock are voted at the meeting by submitting your instructions by telephone, the Internet, or in writing by returning your proxy card or voting form.

Thank you for your support and continued interest in Kadant.

Sincerely,

JONATHAN W. PAINTER

Chairman of the Board of Directors

KADANT INC.One Technology Park DriveWestford, MA 01886 USATel: +1 978-776-2000www.kadant.com

To Stockholders of

NOTICE OF ANNUAL MEETING

The 2024 annual meeting of stockholders of Kadant Inc. will be held on Wednesday, May 15, 2024, at 2:30 p.m. at our corporate office located at One Technology Park Drive, Westford, Massachusetts 01886 and online via the Internet at https://agm.issuerdirect.com/kai. The purpose of the meeting is to consider and take action upon the following matters:

1. to elect two directors for a three-year term expiring in 2027;

2. to approve, by non-binding advisory vote, our executive compensation;

3. to approve an amendment to our amended and restated 2006 equity incentive plan to extend the plan's term by 10 years from the date of the meeting;

4. to approve restricted stock unit grants to our non-employee directors;

5. to ratify the selection of KPMG LLP by the audit committee of our board of directors as our company’s independent registered public accounting firm for the 2024 fiscal year; and

6. to vote on such other business as may properly be brought before the meeting and any adjournment of the meeting.

The record date for the determination of the stockholders entitled to receive notice of and to vote at the meeting is March 18, 2024. Our stock transfer books will remain open.

Our bylaws require that the holders of a majority of the shares of our common stock, issued and outstanding and entitled to vote at the meeting, be present in person or represented by proxy at the meeting in order to constitute a quorum for the transaction of business. Accordingly, it is important that your shares be represented at the meeting regardless of the number of shares you may hold. Whether or not you plan to attend the meeting in person or online, please ensure that your shares of our common stock are present and voted at the meeting by submitting your instructions by telephone, the Internet, or in writing by completing, signing, dating and returning your proxy card or voting form. You may obtain directions to the location of the annual meeting of stockholders by contacting the company at (978) 776-2000.

You are entitled to participate in the 2024 annual meeting if you were a stockholder of record at the close of business on March 18, 2024, the record date, or hold a legal proxy for the meeting provided by your bank, broker or nominee as of such record date. To access, participate in, and vote your shares virtually at the 2024 annual meeting, visit https://agm.issuerdirect.com/kai and enter a control number. Stockholders of record must enter the control number found on your proxy card or the Notice of Internet Availability.

If your shares are held in “street name” through a broker, bank or other nominee, in order to participate in the annual meeting virtually, you must first obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of Kadant Inc. common stock you held as of the record date, your name and email address. You must then obtain a new control number from Equiniti Trust Company (EQ) (formerly American Stock Transfer & Trust Company), the company’s transfer agent, by presenting the legal proxy to EQ. You should submit a request for a new control number to EQ as follows: (1) by email to proxy@equiniti.com; (2) by facsimile to 718-765-8730 or (3) by mail to Equiniti Trust Company, Attn: Proxy

Tabulation Department, 55 Challenger Road, Suite 200B 2nd Floor, Ridgefield Park, NJ 07660. Requests for registration must be labeled as “Legal Proxy” and be received by EQ no later than 5:00 p.m. Eastern time on May 8, 2024.

If you plan to join the meeting virtually, we encourage you to test your computer and internet browser prior to the meeting. If you experience technical difficulties, please visit the help pages found at https://www.webcaster4.com/support. You may also call 1-844-399-3386 or 919-744-2718 for assistance accessing the meeting.

If you join the meeting virtually, you can submit questions in writing during the meeting through the Q&A tab on the virtual platform. We intend to answer as many questions that pertain to company matters as time allows during the meeting. Questions that are substantially similar may be grouped or not answered to ensure we are able to answer as many questions as possible.

A complete list of registered stockholders will be made available to stockholders of record at the meeting. In addition, a complete list of registered stockholders will be available to stockholders of record at least ten days prior to the annual meeting for examination by sending an email to annualmeeting@kadant.com with a request to virtually access such list.

This notice, the proxy and proxy statement are sent to you by order of our board of directors on behalf of the company.

STACY D. KRAUSE

Senior Vice President,

General Counsel and Secretary

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