What changed in this filing

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Item 9A. Controls and Procedures

2022-07-01 compared with 2021-07-15 · 33 added, 31 removed, 269 unchanged (19% of the section changed)

5 unchanged sentences

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.

In addition, as disclosed in the Company’s Form 10-Q for the period ended January 31, 2022, on November 5, 2021, the Company experienced a criminal network cyber attack that led to a disruption of its domestic operations, including manufacturing, engineering, administration, and sales operations.

The Company engaged a leading cybersecurity firm to perform a forensic investigation of this attack and, as a result of the investigation, identified a deficiency in its logical access control over its IT systems.

As of April 30, 2022, management has concluded, through testing, that remediation has been completed and these controls are operating effectively.

Management's Report on Internal Control Over Financial Reporting

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Other Information

On June 27, 2022, the Company terminated the Credit and Security Agreement, dated as of May 6, 2013, as amended (the "Credit Agreement"), between the Company and Wells Fargo Bank, National Association.

The Credit Agreement provided for a line of credit of up to $3.0 million, subject to reduction as provided therein.

The Credit Agreement was scheduled to mature on June 30, 2022.

At the time of termination, there were no borrowings under the Credit Agreement, and the Company will not incur any material termination penalties as a result of such termination.

In connection with the termination of the Credit Agreement and the repayment in full of all outstanding amounts owed thereunder, all related liens and security interests securing the Company's obligations under the Credit Agreement were terminated and released.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

8 unchanged sentences

Phillips 45 Vice President, Human Resources

Rindoks 63 Vice President, Global Product Development and Strategic Alliances

Ryan 43 Vice President of Construction Operations

Mandar Ranade 48 Vice President of Information Technology and Engineering

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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.

Rindoks joined the Company in 1985 as a product engineer.

He was promoted to Director of Product Development in 1991 and then named Vice President in 1996.

From 1998 to 2001, he served as General Manager of the Company's Resin Materials Division.

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.

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 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 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.

Prior to joining the Company, Ms.

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

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.

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

26 unchanged sentences

The information appearing in the section entitled "Election of Directors – Meetings and Committees of the Board" in our Proxy Statement is incorporated herein by reference.

Delinquent Section 16(a) Reports

The information appearing in the section entitled "Delinquent Section 16(a) Reports" in our Proxy Statement is incorporated herein by reference.

Executive Compensation

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(a)(1) Consolidated Financial Statements

Report s of Independent Registered Public Accounting Fir m s

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations—Years ended April 30, 202 2 and 202 1

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Notes to Consolidated Financial Statements

Consent s of Independent Registered Public Accounting Firm s

Consent of Independent Registered Public Accounting Firm

(a)(2) Consolidated Financial Statement Schedules

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Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index, which is attached hereto at pages 47 through 50 and which is incorporated herein by reference.

Form 10-K Summary

KEWAUNEE SCIENTIFIC CORPORATION

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

10.61N Twelfth Amendment to Credit and Security Agreement and Eighth Amendment to Revolving Line of Credit Note dated as of July 30, 2021

10.61O Thirteenth Amendment to Credit and Security Agreement and Eighth Amendment to Revolving Line of Credit Note dated as of March 11, 2022

10.61P Fourteenth Amendment to Credit and Security Agreement and Eighth Amendment to Revolving Line of Credit Note dated as of April 29, 2022

10.61Q Fifteenth Amendment to Credit and Security Agreement and Eighth Amendment to Revolving Line of Credit Note dated as of May 27, 2022

10.62 Agreement for Purchase and Sale of Real Property dated as of December 22, 2021 between CAI Investments Sub Series 100, LLC and Kewaunee Scientific Corporation

10.62A First Amendment to the Agreement for Purchase and Sale of Real Property dated as of January 21, 2022

10.62B Second Amendment to the Agreement for Purchase and Sale of Real Property dated as of January 24, 2022

10.62C Third Amendment to the Agreement for Purchase and Sale of Real Property dated as of January 26, 2022

10.62D Fourth Amendment to the Agreement for Purchase and Sale of Real Property dated as of March 23, 2022

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

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Gardner III dated April 2, 2019.

10.74* Separation Agreement dated as of March 24, 2019 between Kewaunee Scientific Corporation and David M.

10.74* Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Thomas D.

1 unchanged sentence

10.76* Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Michael D.

10.78* Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Kurt P.

10.77* Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Elizabeth D.

10.78* Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Ryan S.

10.81* Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Lisa J.

10.79* Employment agreement dated October 1, 2017 between Kewaunee Labway India Pvt.

5 unchanged sentences

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)

23.1 Consent dated July 1 , 202 2 of FORVIS, LLP, Independent Registered Public Accounting Firm (incorporated by reference to page 4 2 of this Report on Form 10-K)

31.1 Certification of Principal Executive Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)

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

104 Cover Page Interactive Data File (embedded within the Inline XBRL document) (1)

_____________

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

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

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

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

12 unchanged sentences

0-5286) for the quarterly period ended January 31, 2021, and incorporated herein by reference.

(28) 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, 2021, and incorporated herein by reference.

(29) Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File 0-5286) for the quarterly period ended January 31, 2022, and incorporated herein by reference.

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

0-5286) filed on March 30, 2022, and incorporated herein by reference.

(31) Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File 0-5286) for the quarterly period ended July 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.

2 unchanged sentences

President and Chief Executive Officer

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 indicated on July 1, 2022.

14 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