What changed in this filing

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Item 9A. Controls and Procedures

2021-07-15 compared with 2020-07-27 · 79 added, 77 removed, 221 unchanged (41% of the section changed)

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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 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.

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Directors, Executive Officers and Corporate Governance

The information appearing in the sections entitled “Election of Directors” and “Meetings and Committees of the Board” included in our Proxy Statement for use in connection with our annual meeting of stockholders to be held on August 26, 2020 (the “Proxy Statement”) is incorporated herein by reference.

(a) The information appearing in the sections entitled "Election of Directors" and "Meetings and Committees of the Board" included in our Proxy Statement for use in connection with our annual meeting of stockholders to be held on August 25, 2021 (the "Proxy Statement") is incorporated herein by reference.

The Proxy Statement will be filed with the SEC within 120 days of our most recently completed fiscal year.

The names and ages of our executive officers as of June 30, 2020 and their business experience during the past five years are set forth below:

(b) The names and ages of our executive officers as of June 30, 2021 and their business experience during the past five years are set forth below:

Executive Officers

President and Chief Executive Officer

Vice President, Finance, Chief Financial Officer, Treasurer and Secretary

Vice President, Sales and Marketing—Americas

Vice President, Human Resources

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.

Name Age Position

Hull III 45 President and Chief Executive Officer

Gardner III 42 Vice President, Finance, Chief Financial Officer, Treasurer and Secretary

Noble 43 Vice President, Sales and Marketing—Americas

Phillips 44 Vice President, Human Resources

Rindoks 63 Vice President, Global Product Development and Strategic Alliances

Ryan 43 Vice President of Construction Operations

Mandar Ranade 47 Vice President of Information Technology and Engineering

Batdorff 48 Vice President of Manufacturing Operations

Boopathy Sathyamurthy 52 Vice President, Kewaunee Scientific Corporation Singapore Pte.

Ltd., Managing Director, International Operations

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Katz School of Business.

He is a certified public accountant and a member of the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants.

He is a certified public accountant (inactive status) and a member of the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants.

Prior to joining the Company, Mr.

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From 2012 to February 2016, he worked at ATI Specialty Materials, a manufacturer of technically advanced specialty materials and complex components, serving in various financial leadership roles.

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, 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.

From 2008 to 2014, he held several sales management positions at AGC Glass Company, a glass and high performance coatings manufacturer for architectural, residential, interior, and industrial applications.

Phillips joined the Company in August 2006 as Human Resources and Training Manager.

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Phillips has a Bachelor of Science degree in Psychology from Western Carolina University.

Prior to joining the Company, she held Human Resources leadership positions at Thomasville Furniture and Hickory Chair and immediately prior to joining Kewaunee was Director of Human Resources for Vanguard Furniture Co., Inc., a manufacturer of household furniture, from April 2004 until August 2006.

Prior to joining the Company, she held Human Resources leadership positions at Thomasville Furniture and Hickory Chair and immediately prior to joining Kewaunee was

Director of Human Resources for Vanguard Furniture Co., Inc., a manufacturer of household furniture, from April 2004 until August 2006.

Rindoks joined the Company in 1985 as a product engineer.

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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.

He is also a contributing author for ASHRAE's Laboratory Design Guide, Second Edition, 2015.

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

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, 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.

From 2008 to 2014 he held several sales management positions at AGC Glass Company, a glass and high performance coatings manufacturer for architectural, residential, interior, and industrial applications.

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

Ryan joined the Company in 2006 as a project manager.

She was promoted to Director of Construction and Customer Operations in July 2015.

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

In August 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.

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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.

Prior to these 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.

5 unchanged sentences

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.

From 2005 to 2018 he held various management positions 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.

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The following table sets forth certain information as of April 30, 2021 with respect to compensation plans under which our equity securities are authorized for issuance:

Plan Category

Plan Category Number of

securities to be

options, warrants

Weighted average

and rights Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities

warrants and rights Number of securities

remaining available for

1 unchanged sentence

equity compensation

plans (excluding

securities reflected in

Equity Compensation Plans approved by Security Holders:

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Total Equity Compensation Plans 209,517 167,136

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

Refer to Note 6 , Stock Options and Share-Based Compensation , of the Company's consolidated financial statements included in Item 8 for additional information.

Certain Relationships and Related Transactions, and Director Independence

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The following documents are filed or incorporated by reference as part of this Annual Report:

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

(a)(1) Consolidated Financial Statements

Report s of Independent Registered Public Accounting Fir m s

Consolidated Statements of Operations—Years ended April 30, 202 1 and 2020

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Notes to Consolidated Financial Statements

Consent of Independent Registered Public Accounting Firm

Consolidated Financial Statement Schedules

Consent s of Independent Registered Public Accounting Firm s

(a)(2) Consolidated Financial Statement Schedules

Financial statement schedules have been omitted because the information required has been separately disclosed in the consolidated financial statements or related notes.

(a)(3) Exhibits

Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index, which is attached hereto at pages 49 through 52 and which is incorporated herein by reference.

1 unchanged sentence

Exhibit Index

(or Reference)

3 Articles of incorporation and bylaws

5 unchanged sentences

10.1* Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation (as amended and restated effective as of May 1, 2012)

First Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation

Second Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation

Third Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation

Fourth Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation

10.1A* First Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation

10.1B* Second Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation

10.1C* Third Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation

10.1D* Fourth Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation

10.2* Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective as of May 1, 2012)

First Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation

Second Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation

Third Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation

Fourth Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation

10.2A* First Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation

10.2B* Second Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation

10.2C* Third Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation

10.2D* Fourth Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation

10.30* Kewaunee Scientific Corporation Executive Severance Pay Policy

10.34* 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)

10.34A* 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)

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

1 unchanged sentence

10.61 Credit and Security Agreement dated as of May 6, 2013 between Wells Fargo Bank, National Association and Kewaunee Scientific Corporation including the forms of notes executed thereunder

First Amendment to Credit and Security Agreement dated July 9, 2013

Second Amendment to Credit and Security Agreement dated June 10, 2014

Third Amendment to Credit and Security Agreement and First Amendment to Revolving Line of Credit Note dated as of June 3, 2015

Fourth Amendment to Credit and Security Agreement and Second Amendment to Revolving Line of Credit Note dated as of March 12, 2018

Fifth Amendment to Credit and Security Agreement dated as of April 22, 2019

Sixth Amendment to Credit and Security Agreement dated as of May 28, 2019.

Seventh Amendment to Credit and Security Agreement and Third Amendment to Revolving Line of Credit Note dated as of July 9, 2019.

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

10.61A First Amendment to Credit and Security Agreement dated July 9, 2013

10.61B Second Amendment to Credit and Security Agreement dated June 10, 2014

10.61C Third Amendment to Credit and Security Agreement and First Amendment to Revolving Line of Credit Note dated as of June 3, 2015

10.61D Fourth Amendment to Credit and Security Agreement and Second Amendment to Revolving Line of Credit Note dated as of March 12, 2018

10.61E Fifth Amendment to Credit and Security Agreement dated as of April 22, 2019

10.61F Sixth Amendment to Credit and Security Agreement dated as of May 28, 2019.

10.61G Seventh Amendment to Credit and Security Agreement and Third Amendment to Revolving Line of Credit Note dated as of July 9, 2019.

10.61H Credit and Security Agreement Default Waiver Letter dated as of June 19, 2019 between Wells Fargo Bank, National Association and Kewaunee Scientific Corporation.

10.61I Security Agreement dated as of June 19, 2019 between Wells Fargo Bank, National Association and Kewaunee Scientific Corporation.

10.61J Eighth Amendment to Credit and Security Agreement and Fourth Amendment to Revolving Line of Credit Note dated as of December 13, 2019

10.61K Ninth Amendment to Credit and Security Agreement, Fifth Amendment to Revolving Line of Credit Note and Waive r dated as of July 20, 2020

10.61L Tenth Amendment to Credit and Security Agreement and Sixth Amendment to Revolving Line of Credit Note dated as of January 28, 2021

10.61M Eleventh Amendment to Credit and Security Agreement and Seventh Amendment to Revolving Line of Credit Note dated as of April 27, 2021

10.68* 401Plus Executive Deferred Compensation Plan (as amended and restated January 1, 2009)

Amendment No.

10.68A* Amendment No.

One to the Kewaunee Scientific Corporation 401Plus Executive Deferred Compensation Plan

Amendment No.

10.68B* Amendment No.

Two to the Kewaunee Scientific Corporation 401Plus Executive Deferred Compensation Plan

10.69* Pension Equalization Plan (as amended and restated January 1, 2009)

Amendment No.

10.69A* Amendment No.

One to the Kewaunee Scientific Corporation Pension Equalization Plan

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21.1 Subsidiaries of the Company

23.1 Consent dated July 15 , 202 1 of Dixon Hughes Goodman LLP , Independent Registered Public Accounting Firm (incorporated by reference to page 4 3 of this Report on Form 10-K)

23.2 Consent dated July 15 , 202 1 of Ernst & Young LLP, Independent Registered Public Accounting Firm (incorporated by reference to page 4 3 of this Report on Form 10-K)

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

(or Reference)

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

101.INS XBRL Instance Document (1)

101.SCH XBRL Taxonomy Extension Schema Document (1)

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (1)

101.DEF XBRL Taxonomy Extension Definition Linkbase Document (1)

101.LAB XBRL Taxonomy Extension Label Linkbase Document (1)

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (1)

_____________

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

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

0-5286) filed on December 16, 2019, and incorporated herein by reference.

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

2 unchanged sentences

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

(27) 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, 2020, and incorporated herein by reference.

(28) 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, 2021, 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.

3 unchanged sentences

July 15, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on July 15, 2021.

(i) Principal Executive Officer

/s/ Thomas D.

President and Chief Executive Officer

Principal Financial and Accounting Officer

(ii) Principal Financial and Accounting Officer

/s/ Donald T.

2 unchanged sentences

Treasurer and Secretary

A majority of the Board of Directors:

July 27, 2020

(iii) A majority of the Board of Directors:

Gehl /s/ John D.

/s/ Margaret B.

/s/ Donald F.

Pyle /s/ Donald F.

Pyle Donald F.

/s/ Thomas D.

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