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Item 9A. Controls and Procedures

2024-06-28 compared with 2023-06-30 · 45 added, 36 removed, 227 unchanged (26% of the section changed)

17 unchanged sentences

Other Information

On June 26, 2024 (the "Effective Date"), Kewaunee Scientific Corporation (the "Company") and Donald T.

Gardner III, the Company's Vice President, Finance and Chief Financial Officer, entered into a Retention Bonus Agreement (the "Agreement").

Pursuant to the terms of the Agreement, Mr.

Gardner will be paid a cash retention bonus in the amount of $150,000 (the "Bonus").

Gardner voluntarily resigns from employment with the Company other than for Good Reason, or if the Company terminates Mr.

Gardner's employment for Cause, in each case before the date that is 36 months from the Effective Date, Mr.

Gardner will reimburse the Company 100% of the gross amount of the Bonus.

For purposes of the Agreement, Cause and Good Reason have the definitions ascribed to those terms in the Change of Control Employment Agreement, dated as of June 18, 2019, by and between the Company and Mr.

Gardner, a copy of which was filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 21, 2019.

This summary of the material terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.22 to this Annual Report on Form 10-K.

Securities Trading Plans of Directors and Executive Officers

Transactions in the Company's securities by its directors or executive officers are required to be made in accordance with its Insider Trading Policy , which, among other things, requires that the transaction be in accordance with applicable U.S.

federal securities laws that prohibit trading while in the possession of material nonpublic information.

Rule 10b5-1 under the Securities Exchange Act of 1934 provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information.

During the three months ended April 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed the Company of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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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.

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

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

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.

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She was promoted to Director of Human Resources in June 2007 and was elected Vice President of Human Resources in June 2009.

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.

Phillips has a Bachelor of Science degree in Psychology and a Minor in Management from Western Carolina University and holds HR certifications to include SPHR and SHRM-SCP.

Prior to joining the Company, she held Human Resources leadership positions at Thomasville Furniture and Hickory Chair and lastly, 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.

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Sathyamurthy was elected Vice President of Kewaunee Scientific Corporation Singapore Pte.

Ltd., the holding company for Kewaunee's subsidiaries in India, Singapore, and China, in September 2014.

Ltd., the holding company for Kewaunee's subsidiaries in India and Singapore, in September 2014.

He holds a Bachelor Degree in Mechanical Engineering from University of Madras and a Masters of Business Administration from University of Madras.

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The reference to our website does not constitute incorporation by reference of any information contained at that site.

We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Ethics by posting such information on our website.

Audit Committee

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2017 Omnibus Incentive Plan

2023 Omnibus Incentive Plan

Equity Compensation Plans not approved by Security Holders:

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10 Material Contracts

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

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)

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

Re-Established Retirement Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective January 1, 2024)

Kewaunee Scientific Corporation Executive Severance Pay Policy

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

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)

10.34B* Second Amendment to the 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation effective May 15, 2023

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)

Second Amendment to the 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation effective May 15, 2023

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

1 unchanged sentence

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

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

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

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

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

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

10.68A* Amendment No.

Amendment No.

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

10.68B* Amendment No.

Amendment No.

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

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

10.69A* Amendment No.

Amendment No.

One to the Kewaunee Scientific Corporation Pension Equalization Plan

Kewaunee Scientific Corporation 2017 Omnibus Incentive Plan

Kewaunee Scientific Corporation 2023 Omnibus Incentive Plan, as amended

Offer Letter to Donald T.

10 unchanged sentences

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

Retention Bonus Agreement, dated March 18, 2024, by and between Kewaunee Scientific Corporation and Thomas D.

R etention Bonus Agreement, dated June 26 , 2024, by and between Kewaunee Scientific Corporation and Donald T.

21.1 Subsidiaries of the Company

23.1 Consent dated Ju ne 30 , 202 3 of FORVIS, LLP, Independent Registered Public Accounting Firm (incorporated by reference to page 42 of this Report on Form 10-K)

23.1 Consent dated June 28 , 202 4 of F orvis Mazars , LLP, Independent Registered Public Accounting Firm (incorporated by reference to page 4 3 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)

4 unchanged sentences

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

K ewaunee S cientific Corporation Incentive-Based Compensation R ecovery Policy

101.INS XBRL Instance Document (1)

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0-5286) for the quarterly period ended October 31, 2005, and incorporated herein by reference.

(3) 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, 2023, and incorporated herein by reference.

(4) 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, 2012, and incorporated herein by reference.

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

0-5286) filed on September 2, 2014, and incorporated herein by reference.

0-5286) for the quarterly period ended January 31, 2024, and incorporated herein by reference.

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

4 unchanged sentences

0-5286) for the quarterly period ended October 31, 2015, and incorporated herein by reference.

(8) 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, 2016, and incorporated herein by reference.

(8) 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, 2017, and incorporated herein by reference.

0-5286) for the quarterly period ended July 31, 2023, and incorporated herein by reference.

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

0-5286) filed on December 19, 2022, and incorporated herein by reference.

(10) Filed as Appendix A to the Kewaunee Scientific Corporation Proxy Statement for its Annual Meeting of Stockholders on August 30, 2017 (Commission File No.

2 unchanged sentences

0-5286) for the quarterly period ended January 31, 2018, and incorporated herein by reference.

(12) 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, 2018, and incorporated herein by reference.

(12) 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.

(13) 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.

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0-5286) filed on March 22, 2024, and incorporated herein by reference.

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

0-5286) filed on December 19, 2022, 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.

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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