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Kimball Electronics, Inc.

For the period ended Nov 13, 2026. Filed Sep 30, 2026.

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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 13, 2026 · Filed Sep 30, 2026

KE$19.26-5.8%Stored close · as of Nov 6, 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:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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):
xNo fee required
oFee paid previously with preliminary materials
oFee 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.
TABLE OF CONTENTS
Letter From Our CEO2
Notice of Annual Meeting of Share Owners3
Summary of Information About The Annual Meeting6
Agenda Items and Board Recommendations6
Proposal 1: Election of Directors7
Nominees for Election as Directors by Holders of Common Stock7
Board Leadership Structure11
Board Committees11
Audit Committee12
Nominating and ESG Committee12
Talent, Culture, and Compensation Committee13
Board Qualifications and Composition13
Qualifications and Composition Summary14
Board Classification15
Board and Annual Meeting Attendance15
Director Independence and Refreshment15
Director Compensation16
Corporate Governance at Kimball Electronics17
Governance Philosophy17
Share Owner Rights17
The Board's Strategic Planning Role17
How the Board Addresses and Oversees Risk17
Board Risk Oversight Roles18
Sustainability Oversight; Including Environmental, Health and Safety and Social Responsibility Risks19
Cybersecurity/Information Security Oversight20
Oversight, Review, and Approval of Transactions with Related Persons20
Our People are the Company: Human Capital Management21
Proposal 2: Selection of Independent Registered Public Accounting Firm28
Independent Registered Public Accounting Firm Fees28
Consideration of Services Provided by the Independent Registered Public Accounting Firm28
Report of the Audit Committee29
Ratification of Selection of Independent Registered Public Accounting Firm29
Information About Our Executive Team30
Compensation Discussion and Analysis32
I. Summary of our Fiscal Year 2026 Performance and Executive Compensation Program32
II. Compensation Philosophy and Governance34
III. Fiscal Year 2026 Named Executive Officer Compensation38
IV. Additional Compensation Policies and Practices47
Compensation Related Risk Assessment49
Report of the Talent, Culture, and Compensation Committee49
Compensation Committee Interlocks and Insider Participation50
Executive Compensation50
Summary Compensation Table50
Grants of Plan-Based Awards in Fiscal Year 202651
Outstanding Equity Awards at Fiscal Year End 202653
Option Exercises and Stock Vested in Fiscal Year 202654
Nonqualified Deferred Compensation in Fiscal Year 202654
Employment Agreements with NEOs and Potential Payments Upon Termination or Change-In-Control55
CEO Pay Ratio57
Pay vs. Performance of our NEOs57
Equity Compensation Plans Information61
Proposal 3: Advisory Vote on the Compensation Paid to Our Named Executive Officers61
Proposal 4: Approval of an Amendment to Our Articles of Incorporation to Change Our Name to Kimball Solutions, Inc.63
Share Ownership Information63
Information About the 2026 Annual Meeting66
Other Matters70
Submission of Nominations and Proposals For 202670
Communication with the Board71
Appendix A: Pre-Approval Process for Services Performed by the Independent Registered Public Accounting FirmA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.