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, 2022
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 |
(State or other jurisdiction of | | (Commission File | | (IRS Employer Identification No.) |
incorporation) | | Number) | | |
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| | |
1600 Royal Street,Jasper, Indiana | | 47546-2256 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code (812) 482-1600
| | |
Not Applicable |
(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))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
Class B Common Stock, par value $0.05 per share | KBAL | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Kimball International, Inc.was held on October 21, 2022, and the following items were voted on by shareholders:
a.Based on the following election results, the Class II director nominees were elected to serve a term of three years until the 2025 meeting of shareholders, or until his or her respective successor is duly elected and qualified:
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| | Votes For | | Votes Withheld | | Broker Non-Votes | | Percentage of Votes Cast in Favor |
Patrick E. Connolly | | 24,719,866 | | | 2,047,490 | | | 4,970,804 | | | 92% |
Kimberly K. Ryan | | 25,801,513 | | | 965,843 | | | 4,970,804 | | | 96% |
b.The non-binding advisory vote on the compensation paid to the Company's Named Executive Officers was approved based on the following voting results:
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Votes For | | Votes Against | | Votes Abstaining | | Broker Non-Votes | | Percentage of Votes Cast in Favor |
25,448,224 | | 1,092,415 | | 226,717 | | 4,970,804 | | 96% |
c.The appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the Company's independent auditors for the fiscal year ending June 30, 2023 was approved based on the following voting results:
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Votes For | | Votes Against | | Votes Abstaining | | Percentage of Votes Cast in Favor |
31,426,933 | | | 270,158 | | | 41,069 | | | 99.1% |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits | | | | | | | | |
Exhibit | | |
Number | | Description |
104 | | Cover Page interactive data file (embedded within the Inline XBRL document) |
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/ Mark W. Johnson |
| MARK W. JOHNSON Chief Legal Officer & Corporate Secretary |
Date: October 25, 2022