10 unchanged sentences
Item 9B - Other Information
+Added: During the three months ended June 30, 2023, no officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
2 unchanged sentences
The information required by this item with respect to Directors is incorporated by reference to the material contained in the Company’s Proxy Statement for its annual meeting of Share Owners to be held November 17, 2023 under the captions “Election of Directors” and “Corporate Governance at Kimball Electronics.”
−Removed: The information required by this item with respect to the Audit Committee and its financial expert and with respect to the Compensation and Governance Committee’s responsibility for establishing procedures by which Share Owners may recommend nominees to the Board of Directors is incorporated by reference to the material contained in the Company’s Proxy Statement for its annual meeting of Share Owners to be held November 11, 2022 under the caption “Corporate Governance at Kimball Electronics.”
+Added: The information required by this item with respect to the Audit Committee and its financial expert and with respect to the Nominating and ESG Committee’s responsibility for establishing procedures by which Share Owners may recommend nominees to the Board of Directors is incorporated by reference to the material contained in the Company’s Proxy Statement for its annual meeting of Share Owners to be held November 17, 2023 under the captions “Election of Directors” and “Corporate Governance at Kimball Electronics.”
Information about Our Executive Officers
The information required by this item with respect to Executive Officers of the Registrant is included at the end of Part I of this Annual Report on Form 10-K and is incorporated herein by reference.
−Removed: Additional information about our Executive Officers also appears in the Company’s Proxy Statement for its annual meeting of Share Owners to be held November 11, 2022 under the caption “Corporate Governance at Kimball Electronics.”
+Added: Additional information about our Executive Officers also appears in the Company’s Proxy Statement for its annual meeting of Share Owners to be held November 17, 2023 under the caption “Information about Our Executive Team.”
Compliance with Section 16(a) of the Exchange Act
1 unchanged sentence
Code of Ethics
−Removed: Kimball Electronics has a code of ethics that applies to all of its employees, including the Chief Executive Officer, the Chief Financial Officer, and the Corporate Controller (functioning as Principal Accounting Officer).
+Added: Kimball Electronics has a code of ethics (its Code of Conduct) that applies to all of its employees, including the Chief Executive Officer, the Chief Financial Officer, and the Corporate Controller (functioning as Principal Accounting Officer).
The code of ethics is posted on the Company’s website at http://investors.kimballelectronics.com under Governance Documents.
The Company’s website and the information contained therein, or incorporated therein, are not intended to be incorporated into this Annual Report on Form 10-K.
+Added: We will provide without charge, upon request, a copy of the Code of Conduct.
+Added: Anyone wishing to obtain a copy should write to ATTN:
+Added: Code of Conduct Requests, Secretary, Kimball Electronics, 1205 Kimball Boulevard, Jasper, IN 47546.
It is our intention to disclose any amendments to the code of ethics on this website.
1 unchanged sentence
Item 11 - Executive Compensation
−Removed: The information required by this item is incorporated by reference to the material contained in the Company’s Proxy Statement for its annual meeting of Share Owners to be held November 11, 2022 under the captions “Corporate Governance at Kimball Electronics,” “Compensation Discussion and Analysis,” “Report of the Compensation and Governance Committee,” “Compensation Related Risk Assessment,” and “Executive Compensation.”
+Added: The information required by this item is incorporated by reference to the material contained in the Company’s Proxy Statement for its annual meeting of Share Owners to be held November 17, 2023 under the captions “Election of Directors,” “Corporate Governance at Kimball Electronics,” “Compensation Discussion and Analysis,” “Report of the Talent, Culture, and Compensation Committee,” “Compensation Related Risk Assessment,” and “Executive Compensation.”
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Share Owner Matters
5 unchanged sentences
Relationships and Related Transactions
−Removed: The information required by this item is incorporated by reference to the material contained in the Company’s Proxy Statement for its annual meeting of Share Owners to be held November 11, 2022 under the caption “Review and Approval of Transactions with Related Persons.”
−Removed: Director Independence
The information required by this item is incorporated by reference to the material contained in the Company’s Proxy Statement for its annual meeting of Share Owners to be held November 17, 2023 under the caption “Corporate Governance at Kimball Electronics.”
+Added: Director Independence
+Added: The information required by this item is incorporated by reference to the material contained in the Company’s Proxy Statement for its annual meeting of Share Owners to be held November 17, 2023 under the captions “Election of Directors” and “Corporate Governance at Kimball Electronics.”
Item 14 - Principal Accounting Fees and Services
21 unchanged sentences
Description Form Period Ending Exhibit Filing Date
−Removed: 2.1 Separation and Distribution Agreement by and between Kimball International, Inc.
−Removed: and Kimball Electronics, Inc.
−Removed: 8-K 2.1 11/3/2014
Asset Purchase Agreement by and among Kimball Electronics Indiana, Inc., as Buyer;
21 unchanged sentences
S-8 4.3 10/30/2014
−Removed: 10.2 Tax Matters Agreement by and among Kimball International, Inc.
−Removed: and Kimball Electronics, Inc.
−Removed: 8-K 10.1 11/3/2014
−Removed: Description of the Kimball Electronics, Inc.
−Removed: Profit Sharing Incentive Bonus Plan
+Added: Kimball Electronics, Inc.
+Added: 2023 Employee Profit Sharing Bonus Plan
Filed Herewith
7 unchanged sentences
Non-Employee Directors Stock Compensation Deferral Plan
−Removed: 8-K 10.2 10/25/2016
−Removed: 10.7 Amended and Restated Credit Agreement , dated as of May 4, 2022, among Kimball Electronics, Inc., the lenders party thereto, and JPMorgan Chase Bank, N .A.
−Removed: , as Administrative Agent and Bank of America, N.A., as Documentation Agent
+Added: Filed Herewith
+Added: Form of Annual Retainer Fee Election Agreement under the Kimball Electronics, Inc.
+Added: Non-Employee Directors Stock Compensation Deferral Plan
+Added: Filed Herewith
+Added: 10.7 Amended and Restated Credit Agreement, dated as of May 4, 2022, among Kimball Electronics, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A., as Documentation Agent
10-Q 3/31/2022 10.1 5/6/2022
+Added: 10.8 First Amendment to Amended and Restated Credit Agreement, dated as of February 3, 2023, among Kimball Electronics, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A., as Documentation Agent
+Added: 10-Q 12/31/2022 10.3 2/7/2023
Kimball Electronics, Inc.
2 unchanged sentences
Form of Stock Award Notice for Performance Shares
−Removed: Filed Herewith
−Removed: Form of Stock Award Notice for Restricted Shares
−Removed: Filed Herewith
+Added: 10-K 6/30/2022 10.9 8/30/2022
Incorporated by Reference
Description Form Period Ending Exhibit Filing Date
+Added: Form of Stock Award Notice for Restricted Shares
+Added: 10-K 6/30/2022 10.10 8/30/2022
+Added: Phillips Job Offer Dated January 4, 2023
+Added: 8-K 10.1 1/10/2023
+Added: 10.13 Credit Agreement, dated as of February 3, 2023, among Kimball Electronics, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A., as Documentation Agent
+Added: 10-Q 12/31/2022 10.2 2/7/2023
21 Subsidiaries of the Registrant
32 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
−Removed: /s/ DONALD D.
−Removed: Chairman of the Board,
−Removed: Chief Executive Officer
+Added: /s/ RICHARD D.
+Added: Chief Executive Officer and Director
August 23, 2023
1 unchanged sentence
August 23, 2023
−Removed: Corporate Controller,
−Removed: (functioning as Principal Accounting Officer)
+Added: Chief Accounting Officer
August 23, 2023
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* The undersigned does hereby sign this document on my behalf pursuant to powers of attorney duly executed and filed with the Securities and Exchange Commission, all in the capacities as indicated:
−Removed: August 30, 2022 /s/ DONALD D.
+Added: August 23, 2023 /s/ RICHARD D.
As Attorney-In-Fact
20 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.