Kimball Electronics, Inc.
For the period ended Nov 13, 2026. Filed Sep 30, 2026.
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Nov 13, 2026 · Filed Sep 30, 2026
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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 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 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 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
| 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 | 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 2026 Performance and Executive Compensation Program | 32 |
| II. Compensation Philosophy and Governance | 34 |
| III. Fiscal Year 2026 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 2026 | 51 |
| Outstanding Equity Awards at Fiscal Year End 2026 | 53 |
| Option Exercises and Stock Vested in Fiscal Year 2026 | 54 |
| Nonqualified Deferred Compensation in Fiscal Year 2026 | 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 2026 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 |
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