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Item 10 - Directors, Executive Officers and Corporate Governance
−Removed: 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 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.”
+Added: The information required by this Item 10 with respect to Directors will be included in our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by reference.
+Added: The information required by this Item 10 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 will be included in our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by reference.
Information about Our Executive Officers
The information required by this Item 10 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 17, 2023 under the caption “Information about Our Executive Team.”
+Added: Additional information about our Executive Officers will also appear in our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K.
Compliance with Section 16(a) of the Exchange Act
−Removed: The information required by this item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 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 “Delinquent Section 16(a) Reports.”
+Added: The information required by this Item 10 with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 will be included in our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by reference.
Code of Ethics
−Removed: 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).
−Removed: The code of ethics is posted on the Company’s website at http://investors.kimballelectronics.com under Governance Documents.
+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 Chief Accounting Officer (functioning as Principal Accounting Officer).
+Added: The code of ethics is posted on the Company’s website at https://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.
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In addition, any waivers of the code of ethics for directors or executive officers of the Company will be disclosed in a Current Report on Form 8-K.
+Added: Insider Trading Arrangements and Policies
+Added: Kimball Electronics has adopted insider trading policies and procedures governing the purchase, sale, and or other dispositions of the Company’s securities by directors, officers, and employees that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to us.
+Added: Our insider trading policy has been filed as Exhibit 19 to this Annual Report on Form 10-K.
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 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.”
+Added: The information required by this Item 11 will be included in our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by reference.
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Share Owner Matters
Security Ownership
−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 17, 2023 under the caption “Share Ownership Information.”
+Added: The information required by this Item 12 will be included in our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by reference.
Securities Authorized for Issuance Under Equity Compensation Plans
−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 17, 2023 under the caption “Equity Compensation Plans Information.”
+Added: The information required by this Item 12 will be included in our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by reference.
Item 13 - Certain Relationships and Related Transactions, and Director Independence
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 17, 2023 under the caption “Corporate Governance at Kimball Electronics.”
+Added: The information required by this Item 13 will be included in our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by reference.
Director Independence
−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 17, 2023 under the captions “Election of Directors” and “Corporate Governance at Kimball Electronics.”
+Added: The information required by this Item 13 will be included in our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by reference.
Item 14 - Principal Accounting Fees and Services
−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 17, 2023 under the captions “Selection of Independent Registered Public Accounting Firm” and “Appendix A — Approval Process for Services Performed by the Independent Registered Public Accounting Firm.”
+Added: The information required by this Item 14 will be included in our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by reference.
Item 15 - Exhibits, Financial Statement Schedules
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Description Form Period Ending Exhibit Filing Date
−Removed: Asset Purchase Agreement by and among Kimball Electronics Indiana, Inc., as Buyer;
−Removed: GES Holdings, Inc., Global Equipment Services and Manufacturing Inc., GES Infotek Pvt.
−Removed: Ltd., GES Japan KK, Global Equipment Services and Manufacturing (Suzhou) Co., Ltd., and Suzhou Global Equipment Services and Trading Co., Ltd., as Sellers;
−Removed: and GES Holdings, Inc., as the Sellers’ Representative, dated as of May 11, 2018
+Added: 2.1 Separation and Distribution Agreement by and between Kimball International, Inc.
+Added: and Kimball Electronics, Inc.
8-K 2.1 11/3/2014
−Removed: 2.2 Amendment Number One to Asset Purchase Agreement by and among Kimball Electronics Indiana, Inc., as Buyer;
−Removed: GES Holdings, Inc., Global Equipment Services and Manufacturing Inc., GES Infotek Pvt.
−Removed: Ltd., GES Japan KK, Global Equipment Services and Manufacturing (Suzhou) Co., Ltd., and Suzhou Global Equipment Services and Trading Co., Ltd., as Sellers;
−Removed: and GES Holdings, Inc., as the Sellers’ Representative, dated as of July 12, 2018
−Removed: 10-Q 12/31/2018 2.1 2/7/2019
−Removed: Amendment Number Two to Asset Purchase Agreement by and among Kimball Electronics Indiana, Inc., as Buyer;
−Removed: GES Holdings, Inc., Global Equipment Services and Manufacturing Inc., GES Infotek Pvt.
−Removed: Ltd., GES Japan KK, Global Equipment Services and Manufacturing (Suzhou) Co., Ltd., and Suzhou Global Equipment Services and Trading Co., Ltd., as Sellers;
−Removed: and GES Holdings, Inc., as the Sellers’ Representative, dated as of September 14, 2018
−Removed: 10-Q 12/31/2018 2.2 2/7/2019
+Added: S tock Purchase Agreement By and Among Kimball Electronics, Inc.
+Added: ( “ Seller ” ), The S o le Stockholder of Kimball Electronics Indiana, Inc.
+Added: ( “ Company ” ) ;
+Added: and Averna Test Systems Inc.
+Added: ( “ Buyer ” ) and Company Date d as of Ju l y 31, 2024
3.1 Amended and Restated Articles of Incorporation of the Company
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Filed Herewith
−Removed: 2014 Stock Option and Incentive Plan
−Removed: S-8 4.3 10/30/2014
Kimball Electronics, Inc.
−Removed: 2023 Employee Profit Sharing Bonus Plan
−Removed: Filed Herewith
−Removed: Kimball Electronics, Inc.
Supplemental Employee Retirement Plan (“SERP”)
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8-K 10.1 10/25/2016
−Removed: Form of Fee Deferral Election Agreement under the Kimball Electronics, Inc.
−Removed: Non-Employee Directors Stock Compensation Deferral Plan
−Removed: Filed Herewith
−Removed: Form of Annual Retainer Fee Election Agreement under the Kimball Electronics, Inc.
−Removed: Non-Employee Directors Stock Compensation Deferral Plan
−Removed: Filed Herewith
10.3 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: Phillips Job Offer Dated January 4, 2023
+Added: 8-K 10.1 1/10/2023
10.5 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
1 unchanged sentence
Kimball Electronics, Inc.
−Removed: Executive Severance and Change in Control Plan
−Removed: 8-K 10.2 7/6/2021
−Removed: Form of Stock Award Notice for Performance Shares
−Removed: 10-K 6/30/2022 10.9 8/30/2022
−Removed: Incorporated by Reference
−Removed: Description Form Period Ending Exhibit Filing Date
−Removed: Form of Stock Award Notice for Restricted Shares
−Removed: 10-K 6/30/2022 10.10 8/30/2022
−Removed: Phillips Job Offer Dated January 4, 2023
+Added: 2023 Employee Profit Sharing Bonus Plan
+Added: Form of Fee Deferral Election Agreement under the Kimball Electronics, Inc.
+Added: Non-Employee Directors Stock Compensation Deferral Plan
+Added: Form of Annual Retainer Fee Election Agreement under the Kimball Electronics, Inc.
+Added: Non-Employee Directors Stock Compensation Deferral Plan
+Added: Kimball Electronics, Inc.
+Added: Leadership Team Severance and Change in Control Plan
8-K 10.2 11/21/2023
−Removed: 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
−Removed: 10-Q 12/31/2022 10.2 2/7/2023
+Added: K imball Electronics, Inc.
+Added: 2023 Equity Incentive Plan
+Added: 10.11 First Amendment to Credit Agreement, dated as of January 5, 2024, 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: Transition and Retention Agreement and General Release
+Added: F orm of Stock Award Notice for Performance Share s under Kimball Electroni cs, Inc.
+Added: 2023 Equity Incentive Plan
+Added: Filed Herewith
+Added: F orm of Stock Award N otice for Restricted Share s under Kimball Electr onics, Inc.
+Added: 2023 Equit y Incentive Plan
+Added: Filed Herewith
+Added: 19 I nsider Trading Policies and Procedures
+Added: Filed Herewith
21 Subsidiaries of the Registrant
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Filed Herewith
+Added: Incorporated by Reference
+Added: Description Form Period Ending Exhibit Filing Date
24 Power of Attorney
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Furnished Herewith
+Added: 97 Policy Relating to Recov ery of Erroneously Awarded Compensation
+Added: Filed 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
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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.
−Removed: (c) Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: (c) Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
The Registrant will supplementally furnish any of the omitted schedules or exhibits to the Securities and Exchange Commission upon request.
−Removed: (d) Confidential treatment has been requested and granted as to certain portions of this Exhibit.
+Added: (d) Certain information contained in Exhibit 2.2 and Exhibit 10.12 has been excluded pursuant to Regulation S-K Item 601(b)(2) and (10) because it is both (1) not material and (2) of the type that the Company treats as private or confidential.
+Added: The Registrant will supplementally furnish a copy of the unredacted exhibit to the Securities and Exchange Commission upon request;
+Added: provided, however, that the Registrant may request confidential treatment.
Pursuant to the requirements of Section 13 or 15(d) 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.
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Receivables $ 257 $ 1,039 $ — $ ( 294 ) $ 1,002
+Added: Long-Term Receivables $ — $ 1,936 $ — $ — $ 1,936
Deferred Tax Asset $ 4,254 $ 4,988 $ ( 1,808 ) $ — $ 7,434
8 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.