Kimball Electronics Inc
For the period ended Nov 15, 2024. Filed Sep 26, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 15, 2024 · Filed Sep 26, 2024
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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): | |
|---|---|
| x | No fee required |
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2024 Annual Meeting and Proxy Statement
LETTER FROM OUR CEO
Dear Share Owner:
I am pleased to invite you to attend our 2024 Annual Meeting of Share Owners.
We entered fiscal year 2024 with high expectations for another year of growth, after finishing fiscal 2023 with record sales. What is even more impressive is that our plans included offsetting a $100 million reduction in business with a major medical customer involved in an FDA recall. The first quarter of the fiscal year was the best Q1 in our Company history, but we recognized that end-market demand was weakening across each of the vertical markets we serve from macro headwinds, and we had to respond. Our response was an approach of “controlling what we can control” including resizing our team, sharpening our strategic focus, taking other actions to reduce costs, and continuing to focus on significant improvements in working capital management.
Consistent with our focus on building long-term relationships, 76% of our revenue was with customers we’ve worked with for a decade, or more, and for the tenth consecutive year, we were recognized by CIRCUITS ASSEMBLY in multiple categories for Service Excellence.
We also provided our annual ESG disclosures by publishing the 2023 Guiding Principles Report, themed “How We Are Winning Together, The Kimball Way”. The report reflects the deep roots of sustainability in our culture, and highlights numerous sustainability-related recognitions and accomplishments from calendar 2023. I believe it is our finest and demonstrates our dedication to the Guiding Principles of Customers, People, Citizenship, and Profits.
Throughout fiscal 2024, I spent a great deal of time visiting our locations, meeting with customers, and working with our Leadership Team to complete an in-depth review of our strategic focus, vertical market structure, and organization design.
Our Company has been in operation for over 60 years – 10 of them listed on Nasdaq – and we have weathered many storms. But we have also recognized when to “cast the net a little wider” by moving into new markets where our core manufacturing capabilities support emerging technology. With our renewed strategic focus on EMS operations, and a strong balance sheet, we will be looking with a new lens on where – and how – to profitably increase the top line.
Throughout this journey, we will stay true to our Guiding Principles and continue to:
Be collaborative and team-oriented,
Set high aspirations…not unrealistic goals, but attainable targets that require stretching,
Communicate openly and proactively, and
Remain accountable to our Company, to our customers, to each other, and to our Share Owners.
| 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 2024 Proxy Statement and the Q&A with information about the 2024 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 our Kimball Electronics Headquarters, located at 1205 Kimball Boulevard in Jasper, Indiana, beginning on Friday, November 15, 2024, 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 PhillipsChief Executive Officer and DirectorKimball 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 principal offices of the Company, 1205 Kimball Boulevard, Jasper, Indiana, on Friday, November 15, 2024, 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 two (2) directors of the Company (“Proposal 1”). |
| 2. | To ratify the selection of the Company’s independent registered public accounting firm for fiscal year 2025 (“Proposal 2”). |
| 3. | An advisory vote on the compensation paid to the Company’s Named Executive Officers (“Proposal 3”). |
| 4. | An advisory vote on the frequency of future advisory votes on the compensation paid to the Company’s Named Executive Officers (“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 9, 2024 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 15.
By Order of the Board of Directors
Douglas A. Hass
Chief Legal & Compliance Officer, Secretary
| 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. |
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| 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 | 10 |
| Board Committees | 11 |
| Audit Committee | 11 |
| Nominating and ESG Committee | 12 |
| Talent, Culture, and Compensation Committee | 12 |
| Board Qualifications, Composition, and Diversity | 13 |
| Qualifications and Composition | 14 |
| Director Diversity | 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; Environmental, Health and Safety; and Social Responsibility Risk Oversight | 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 | 30 |
| Independent Registered Public Accounting Firm Fees | 30 |
| Consideration of Services Provided by the Independent Registered Public Accounting Firm | 30 |
| Report of the Audit Committee | 31 |
| Ratification of Selection of Independent Registered Public Accounting Firm | 31 |
| Information About Our Executive Team | 32 |
| Compensation Discussion and Analysis | 34 |
| I. Summary of our Fiscal Year 2024 Performance and Executive Compensation Program | 34 |
| II. Compensation Philosophy and Governance | 36 |
| III. Fiscal Year 2024 Named Executive Officer Compensation | 39 |
| IV. Additional Compensation Policies and Practices | 48 |
| 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 2024 | 52 |
| Outstanding Equity Awards at Fiscal Year End 2024 | 54 |
| Option Exercises and Stock Vested in Fiscal Year 2024 | 55 |
|---|---|
| Nonqualified Deferred Compensation in Fiscal Year 2024 | 55 |
| Employment Agreements with NEOs and Potential Payments Upon Termination or Change-In-Control | 56 |
| CEO Pay Ratio | 58 |
| Pay vs. Performance of our NEOs | 58 |
| Equity Compensation Plans Information | 62 |
| Proposal 3: Advisory Vote on the Compensation Paid to Our Named Executive Officers | 62 |
| Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation Paid to Our Named Executive Officers | 63 |
| Share Ownership Information | 64 |
| Delinquent Section 16(a) Reports | 65 |
| Information About the 2024 Annual Meeting | 66 |
| Other Matters | 70 |
| Submission of Nominations and Proposals For 2025 | 70 |
| Communication with the Board | 70 |
| Appendix A: Pre-Approval Process for Services Performed by the Independent Registered Public Accounting Firm | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.