UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 21, 2008
KIMBALL INTERNATIONAL, INC. |
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(Exact name of registrant as specified in its charter) |
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Indiana | 0-3279 | 35-0514506 |
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| (State or other jurisdiction of | (Commission File | (IRS Employer Identification No.) |
| incorporation) | Number) | |
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1600 Royal Street, Jasper, Indiana | | 47549-1001 |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code (812) 482-1600
Not Applicable |
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(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
(a) On October 21, 2008, at the annual meeting of Share Owners of Kimball International, Inc. (the "Company"), the Class A Share Owners elected seven directors and the Class B Share Owners elected one director, each to serve until the next annual meeting of Share Owners or until his or her successor is duly elected and qualified. As a result, on October 21, 2008, the Board of Directors (the "Board") of the Company approved a resolution to amend the By-laws of the Company. The resolution contained one amendment to the By-laws which was effective immediately.
1. Article V: Directors, Section 1 - Number was amended to change the number of members that the Board shall consist of to eight (8) members, seven (7) of whom shall be elected by holders of Class A Common Stock, voting as a class, and one (1) of whom shall be elected by holders of Class B Common Stock, voting as a class. The previous provision was that the Board of the Company shall consist of ten (10) members, nine (9) of whom shall be elected by holders of Class A Common Stock, voting as a class, and one (1) of whom shall be elected by holders of Class B Common Stock, voting as a class.
This summary is not intended to be complete and is qualified in its entirety by reference to the Restated By-laws of Kimball International, Inc. included as Exhibit 3 (b) to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | | |
| Number | | Description |
| 3 (b) | | Restated By-laws of Kimball International, Inc. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | KIMBALL INTERNATIONAL, INC. |
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| | By: | /s/ Robert F. Schneider |
| | | ROBERT F. SCHNEIDER
Executive Vice President,
Chief Financial Officer |
Date: October 21, 2008
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EXHIBIT INDEX
| Exhibit | | |
| Number | | Description |
| 3 (b) | | Restated By-laws of Kimball International, Inc. |
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