What changed in this filing

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Item 9A. Controls and Procedures

2020-07-27 compared with 2019-07-11 · 52 added, 22 removed, 246 unchanged (23% of the section changed)

4 unchanged sentences

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective;

however, due to an administrative error, we were late in filing a Current Report on Form 8K related to the entry into a separation agreement between the Company and our former Chief Executive Officer.

however, due to an administrative error, we were late in filing a Current Report on Form 8-K related to the retirement of one of our "named executive officers" (as defined under applicable SEC regulations).

We have since taken appropriate steps to remediate the deficiency in our disclosure procedures and controls.

In designing disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives, and that management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Nevertheless, we believe that our disclosure controls and procedures are effective.

Management’s Report on Internal Control Over Financial Reporting

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Vice President, Human Resources

Vice President, Product Development and International Sourcing

Vice President, Manufacturing Operations

Vice President of Construction and Customer Operations

Vice President, Global Product Development and Strategic Alliances

Vice President of Construction Operations

Mandar Ranade

Vice President of Information Technology and Engineering

Vice President of Manufacturing Operations

Boopathy Sathyamurthy

Vice President, Kewaunee Scientific Corporation Singapore Pte.

Managing Director, International Operations

Ltd., Managing Director, International Operations

Hull III joined the Company in November 2015 as Vice President, Finance, Chief Financial Officer, Treasurer and Secretary.

Mr Hull was elected President and Chief Executive Officer and appointed as a member of the Board of Directors in March 2019.

Hull was elected President and Chief Executive Officer and appointed as a member of the Board of Directors in March 2019.

Hull earned a Bachelor of Science degree in Accounting from LaRoche College and an MBA from the University of Pittsburgh, Joseph M.

3 unchanged sentences

Hull held several management positions with Ernst & Young, LLP in Pittsburgh, Pennsylvania from 1998 through 2011.

From 2011, he served as the Vice President of Finance, Accounting, and Information Technology with ATI Specialty Materials in Charlotte, North Carolina.

From 2011 until joining the Company in 2015, he served as the Vice President of Finance, Accounting, and Information Technology with ATI Specialty Materials in Charlotte, North Carolina.

Gardner III joined the Company in April 2019 as Vice President of Finance and Chief Financial Officer and was also elected by the Board of Directors to the positions of Secretary and Treasurer.

1 unchanged sentence

Katz School of Business.

Before joining the Company, from 2017 to 2019, he served as Vice President, Financial Planning & Analysis of Victra, a retailer of wireless products and services, and a portfolio company of private equity firm Lone Star Funds.

Prior to joining the Company, from 2017 to 2019, he served as Vice President, Financial Planning & Analysis of Victra, a retailer of wireless products and services, and a portfolio company of private equity firm Lone Star Funds.

During 2017 he served as the Chief Financial Officer of Component Sourcing International, a provider of global sourcing supply chain solutions, and a portfolio company of Argosy private equity.

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Since 2004, he has headed the Company’s international parts sourcing efforts.

Rindoks’ responsibilities were expanded to include Global Product Development and Strategic Alliances and he now holds the position of Vice President of Global Product Development and Strategic Alliances.

Rindoks has a Bachelor of Science degree in Mechanical Engineering Technology from Purdue University and a Master of Business Administration from the University of North Carolina at Charlotte.

As a member of ASHRAE (American Society for Heating Refrigeration and Air Conditioning Engineers) and SEFA (Scientific Equipment Furniture Association), he played a key role in the writing of national industry standards.

As a member of ASHRAE (American Society for Heating Refrigeration and Air Conditioning

Engineers) and SEFA (Scientific Equipment Furniture Association), he played a key role in the writing of national industry standards.

Rindoks was elected as Secretary/Treasurer of the SEFA Board of Directors in January 2017.

1 unchanged sentence

Rindoks has garnered twenty patents and is referenced in 168 United States patents.

Rok joined the Company in May 2016 as Vice President of Manufacturing Operations.

Rok has a Bachelor Science Degree in Mechanical Engineering from the University of Pittsburgh.

Prior to joining the Company, Mr.

Rok worked for Danaher Corporation from March 2002 to April 2016, serving in various Manufacturing/Operations leadership roles for the KaVo Kerr Group and Veeder-Root Company.

Rok most recently served as the Vice President of Operations, North America for KaVo Kerr Group.

Noble joined the Company in July 2018 as Vice President of Sales and Marketing - Americas.

He has a Bachelor of Science degree in Human Ecology from the University of Tennessee.

Prior to joining the Company, from 2018 to 2019, he was Director of Sales, at Dodge Data & Analytics, a provider of analytics and software based solutions for the construction industry.

Prior to joining the Company, he was Director of Sales at Dodge Data & Analytics, a provider of analytics and software based solutions for the construction industry, from March 2018 to July 2018.

From 2014 to 2018, he was a Regional Sales Director at Wausau Window and Wall Systems, a manufacturer of metal and glass solutions for commercial buildings.

3 unchanged sentences

In August of 2018, she was promoted to Vice President of Construction and Customer Operations.

In July 2020 her responsibilities were restructured and she now holds the position of Vice President of Construction Operations.

She holds a Bachelor of Science degree in Civil Engineering from Manhattan College and has her Masters of Business Administration from Queens University.

1 unchanged sentence

Ryan held multiple project management positions for Turner Construction and Rogers Builders, both of which offer construction services.

Mandar Ranade joined the Company in December 2019 as Vice President of Information Technology.

In February 2020, Mr.

Ranade's responsibilities were expanded to include Engineering and Standards oversight and he now holds the position of Vice President of Information Technology and Engineering.

He has a Master of Business Administration, Finance from the University of Leeds, Leeds, United Kingdom, and a Bachelor of Engineering, Polymers, from University of Pune, Pune, India.

He also has certifications as a Project Management Professional, Certified Scrum Master, ITIL (Foundation) Certification and a Master of Oracle Applications.

Prior to joining the Company, Mr.

Ranade most recently held the position of Division IT Leader for EnPro Industries-Fairbanks Morse, Wisconsin from 2018 to November 2019.

From 2015 to 2018 he held several Director positions, the most recent being Director of Technical Services, with Aurora Health Care, ACL Laboratories, Milwaukee, Wisconsin.

Prior to those positions he was Senior Manager of IT with IMS Health, Milwaukee, Wisconsin, from 2010 to 2015, and ThermoFisher Scientific in Two Rivers, Wisconsin, from 2005 to 2010.

From 1995 to 2005, he held various IT positions with GE Healthcare, Milwaukee, Wisconsin and Mumbai, India, idm Limited, in Doncaster, UK, and GREAVES Limited, Mumbai, India.

Batdorff joined the Company in June 2020 as Vice President of Manufacturing Operations.

He has significant experience in directing and guiding manufacturing operations, focusing on improvement of business performance, maximizing growth and profitability.

Batdorff has a Bachelor of Science Degree in Mechanical Engineering from Michigan State University and a Masters in Manufacturing Operations from Kettering University.

Prior to joining the Company, Mr.

Batdorff was the Chief Operations Officer for Legacy Cabinets, Inc.

in Eastaboga, Alabama from 2018 to 2020.

From 2005 to 2018 he held various management positons with Steelcase, the most recent as Director of Manufacturing - US Operations from 2014 to 2018.

He was with General Motors, Lansing, Michigan from 1998 to 2004 in many management roles, the most recent being Manufacturing Coordinator - General Assembly - Final Process.

Boopathy Sathyamurthy joined the Company in 2000 as General Manager of India Operations and Kewaunee Labway India Pvt.

He was subsequently promoted to Managing Director of Kewaunee Labway India Pvt.

and Kewaunee Scientific Corporation India Pvt.

He has served as Managing Director of International Operations, which includes responsibilities for all sales and operations in Asia, as well as sales efforts in the Middle East, since September 2013.

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2008 Key Employee Stock Option Plan

2010 Stock Option Plan for Directors

2017 Omnibus Incentive Plan

Equity Compensation Plans not approved by Security Holders:

Total Equity Compensation Plans

Refer to Note 6 of the Company’s consolidated financial statements included in Item 8 for additional information.

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Conformed copy of Restated Certificate of Incorporation (reflecting all amendments to date)

By-Laws (as amended as of January 31, 2019)

By-Laws (as amended as of April 21, 2020)

Description of Registrant's Securities

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401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective June 29, 2015)

First Amendment to the 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective January 1, 2020)

Amended and Restated 2008 Key Employee Stock Option Plan effective August 26, 2015

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Credit and Security Agreement Default Waiver Letter dated as of June 19, 2019 between Wells Fargo Bank, National Association and Kewaunee Scientific Corporation.

(or Reference)

Security Agreement dated as of June 19, 2019 between Wells Fargo Bank, National Association and Kewaunee Scientific Corporation.

Eighth Amendment to Credit and Security Agreement and Fourth Amendment to Revolving Line of Credit Note dated as of December 13, 2019

Ninth Amendment to Credit and Security Agreement, Fifth Amendment to Revolving Line of Credit Note and Waiver

401Plus Executive Deferred Compensation Plan (as amended and restated January 1, 2009)

(or Reference)

Amendment No.

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Ltd and Bhoopathy Sathyamurthy.

Employment Agreement dated as of October 28, 2019 between Kewaunee Scientific Corporation and Mandar Ranade

Change of Control Employment Agreement dated as of December 2, 2019 between Kewaunee Scientific Corporation and Mandar Ranade

Offer Letter dated as of May 7, 2020 between Kewaunee Scientific Corporation and Douglas J.

Change of Control Employment Agreement dated as of June 1, 2020 between Kewaunee Scientific Corporation and Douglas J.

Subsidiaries of the Company

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XBRL Taxonomy Extension Schema Document

(or Reference)

XBRL Taxonomy Extension Calculation Linkbase Document

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Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No.

0-5286) filed on February 1, 2019 and incorporated herein by reference.

Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on form 8-K (Commission File No.

0-5286) filed on April 30, 2019, and incorporated herein by reference.

3 unchanged sentences

0-5286) filed on June 21, 2019, and incorporated herein by reference.

Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No.

0-5286) for the fiscal year ended April 30, 2019, and incorporated herein by reference.

Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No.

0-5286) for the quarterly period ended October 31, 2019, and incorporated herein by reference.

Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No.

0-5286) for the quarterly period ended January 31, 2020, and incorporated herein by reference.

Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No.

0-5286) filed on April 27, 2020, and incorporated herein by reference.

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.

18 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.

What changed 10-K

Item 9A. Controls and Procedures