Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 21, 2015, our Board of Directors (the “Board”) approved an 18-month stock repurchase plan (the “Plan”), authorizing the repurchase of up to $20 million worth of our common stock. Then, separately on each of September 29, 2016, August 23, 2017, November 8, 2018, and November 10, 2020, the Board extended and increased the Plan to allow the repurchase of up to an additional $20 million worth of common stock with no expiration date, which brought the total authorized stock repurchases under the Plan to $100 million.
During the three months ended March 31, 2023, the Company did not purchase any common stock. The Company’s maximum value of remaining shares that may be purchased under the Plan was $11.2 million at March 31, 2023.
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Item 6. Exhibits
Exhibits (numbered in accordance with Item 601 of Regulation S-K)
Incorporated by Reference
Exhibit No. Description Form Period Ending Exhibit Filing Date
3.1 Amended and Restated Articles of Incorporation of the Company
8-K 3.1 2/18/2021
3.2 Amended and Restated By-Laws of the Company
8-K 3.2 11/15/2022
31.1 Certification filed by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed Herewith
31.2 Certification filed by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed Herewith
32.1 (a)
Certification furnished by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished Herewith
32.2 (a)
Certification furnished by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished Herewith
101.INS Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document
Filed Herewith
101.SCH Inline XBRL Taxonomy Extension Schema Document
Filed Herewith
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
Filed Herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
Filed Herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
Filed Herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
Filed Herewith
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed Herewith
(a) In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibit 32.1 and 32.2 will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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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 thereunto duly authorized.
KIMBALL ELECTRONICS, INC.
By: /s/ RICHARD D. PHILLIPS
Richard D. Phillips
Chief Executive Officer
May 5, 2023
By: /s/ JANA T. CROOM
Jana T. Croom
Chief Financial Officer
May 5, 2023
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.