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Item 9A. Controls and Procedures

2025-07-02 compared with 2024-06-28 · 34 added, 28 removed, 244 unchanged (20% 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.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in our internal controls over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

In November 2024, the Company completed the acquisition of Nu Aire.

The Company is in the process of integrating Nu Aire into its systems and control environment as of April 30, 2025.

The Company believes it has taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration.

In accordance with the general guidance issued by the staff of the SEC, Nu Aire was excluded from the scope of management's report on internal control over financial reporting for the year ended April 30, 2025.

Management's Report on Internal Control Over Financial Reporting

7 unchanged sentences

Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report.

Changes in Internal Control Over Financial Reporting

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

44 unchanged sentences

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.

22 unchanged sentences

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

Insider Trading Policy

We have an Insider Trading Policy governing the purchase, sale, and other dispositions of the Company's securities that applies to all officers, directors, and employees of the Company and its affiliated entities.

We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as applicable listing standards.

A copy of the Company's Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.

Code of Ethics

7 unchanged sentences

Executive Compensation

The information appearing in the sections entitled "Compensation Discussion and Analysis," "Compensation Tables," "Agreements with Certain Executives," and "Election of Directors – Compensation Committee Interlocks and Insider Participation" in the Proxy Statement is incorporated herein by reference.

The information appearing in the sections entitled "Compensation Discussion and Analysis," "Compensation Tables," "Pay Versus Performance," "Agreements with Certain Executives," and "Election of Directors – Compensation Committee Interlocks and Insider Participation" in the Proxy Statement is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

12 unchanged sentences

Equity Compensation Plans approved by Security Holders:

2008 Key Employee Stock Option Plan 24,700 $ 20.05 —

2023 Omnibus Incentive Plan

187,226 $ 22.83 357,472

Equity Compensation Plans not approved by Security Holders:

15 unchanged sentences

Notes to Consolidated Financial Statements

Consent of Independent Registered Public Accounting Firm

(a)(2) Consolidated Financial Statement Schedules

5 unchanged sentences

Exhibit Index

2 Plan of acquisition

2.1 S ecurities Purchase Agreement, dated as of November 1, 2024, by and among Kewaunee Scientific Corporation, Nu Aire, Inc., Richard A.

Peters, William F.

Peters, Rita Peters Revocable Trust, and any amendments there to, Richard A.

Peters Revocable Trust dated May 18, 2020, and any amendments thereto, Wil liam F.

Peters 2023 Irrevocable Trust dated December 20, 2023, and any amendments thereto, William F.

Peters Revocable Trust, and any amendments thereto, and Will iam F.

Peters, as Sellers' Representative

3 Articles of incorporation and bylaws

3 unchanged sentences

4.1 Description of Capital Stock

4.2 F orm of Seller Note

10 Material Contracts

4 unchanged sentences

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

Credit and Security Agreement, dated as of December 19, 2022, by and among Kewaunee Scientific Corporation, Mid Cap Funding IV Trust, as agent, and the lenders from time to time party thereto

T hird Amendment to the 401(k) In centive Savings Plan for Sal aried and Hourly Employees of Kewaunee Scientific Corporation effective January 1, 2025

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

26 unchanged sentences

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.

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

L oan Agreement, dated as of November 1, 2024, between Kewaunee Scienti fic Corporation and PNC Bank, National Association

F orm of Security Agreement

I nsider Trading Policy

21.1 Subsidiaries of the Company

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)

23.1 Consent dated July 2 , 202 5 of Forvis Mazars, LLP, Independent Registered Public Accounting Firm

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

Kewaunee Scientific Corporation Incentive-Based Compensation Recovery Policy

101.INS XBRL Instance Document (1)

17 unchanged sentences

0-5286) for the fiscal year ended April 30, 2015, and incorporated herein by reference.

(6) Filed as Appendix A to the Kewaunee Scientific Corporation Proxy Statement for its Annual Meeting of Stockholders on August 26, 2015 (Commission File No.

0-5286) filed on July 23, 2015, and incorporated herein by reference.

(6) 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) 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.

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

21 unchanged sentences

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

(20) 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, 2024, 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 November 1, 2024, 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

June 28, 2024

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 June 28, 2024.

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 2, 2025.

(i) Principal Executive Officer

13 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