Kimball Electronics 2025 meeting: directors re-elected, pay and auditor okayed

Rhea-AI Filing Summary

Kimball Electronics, Inc. reported results of its annual meeting of share owners held on November 14, 2025. Share owners re-elected three Class II directors—Michele A. M. Holcomb, Tom G. Vadaketh, and Holly A. Van Deursen—to three-year terms, each receiving strong support, including 18,718,355 votes for Mr. Vadaketh, representing 99% of votes cast. Share owners also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026 with 20,926,348 votes for, or 97% of votes cast.

In addition, share owners approved, on a non-binding advisory basis, the compensation of the company’s named executive officers with 18,229,506 votes for, or 98% of votes cast. After the meeting, the Board confirmed that it is keeping its existing committee and chair assignments in place, with Robert J. Phillippy continuing as Chairperson of the Board and all three Board committees composed entirely of independent directors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   November 14, 2025

KIMBALL ELECTRONICS, INC.

________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)

Indiana

001-36454

35-2047713

(State or other jurisdiction of

(Commission File

(IRS Employer Identification No.)

incorporation)

Number)

1205 Kimball Boulevard, Jasper, Indiana						47546
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code   (812) 634-4000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each Class			Trading Symbol			Name of each exchange on which registered
Common Stock, no par value			KE			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Share Owners of the Company held on November 14, 2025, the Share Owners voted on the following items:

1. The Board of Directors (the “Board”) is divided into three classes with approximately one-third of the directors up for election each year, with Class II standing for election at this meeting. Director nominees are elected by a majority of the votes cast by the shares entitled to vote in the election at the meeting. The Share Owners voted to reelect each of the Class II nominees for director as follows:

Class II Nominees for Directors to serve a three-year term						Votes For						Votes Withheld						Broker Non-Votes						Percentage of Votes Cast in Favor
Michele A. M. Holcomb, PhD						18,231,454						681,693						2,715,452						96		%
Tom G. Vadaketh						18,718,355						194,792						2,715,452						99		%
Holly A. Van Deursen						18,494,741						418,406						2,715,452						98		%

2. The Share Owners voted to ratify the selection of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for fiscal year 2026 as follows:

						Votes For						Votes Against						Votes Abstaining						Percentage of Votes Cast in Favor
						20,926,348						676,428						25,823						97		%

3. The Share Owners approved, on a non-binding, advisory basis, the compensation paid to the Company’s Named Executive Officers as follows:

						Votes For						Votes Against						Votes Abstaining						Broker Non-Votes						Percentage of Votes Cast in Favor
						18,229,506						357,968						325,673						2,715,452						98		%

Item 8.01 Other Events

Board Chair, Committee Appointments

On November 14, 2025, the Board, at its regular meeting held after the annual Share Owners’ meeting, maintained its Committee and Chairperson appointments from the prior year. Robert J. Phillippy will continue as Chairperson of the Board. The current compositions of the Board’s Committees are listed in the table below:

Director

Audit Committee

Nominating and ESG Committee

Talent, Culture, Compensation Committee

Michele A. M. Holcomb

Chair

Gregory J. Lampert

X

X

Colleen C. Repplier

X

X

Gregory A. Thaxton

X

X

Tom G. Vadaketh

Chair

Holly A. Van Deursen

Chair

Each of the three Committees reports directly to the Board and is comprised entirely of independent Directors.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed as part of this report:

Exhibit
Number						Description
104						Cover Page Interactive Data File (formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			KIMBALL ELECTRONICS, INC.
By:			/s/ Douglas A. Hass
			DOUGLAS A. HASS Chief Legal & Administrative Officer, Secretary

Date: November 18, 2025

FAQ

What did Kimball Electronics (KE) share owners vote on at the November 14, 2025 annual meeting?

Share owners of Kimball Electronics (KE) voted on three main items: the re-election of three Class II directors for three-year terms, ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026, and a non-binding advisory vote to approve compensation for the company’s named executive officers.

Were Kimball Electronics (KE) director nominees re-elected at the 2025 annual meeting?

Yes. Class II director nominees Michele A. M. Holcomb, Tom G. Vadaketh, and Holly A. Van Deursen were each re-elected to serve three-year terms. Support was strong, with votes in favor including 18,718,355 for Mr. Vadaketh, representing 99% of votes cast, and similarly high percentages for the other nominees.

Did Kimball Electronics (KE) share owners approve the auditor for fiscal 2026?

Yes. Share owners voted to ratify Deloitte & Touche LLP as Kimball Electronics’ independent registered public accounting firm for fiscal year 2026. The proposal received 20,926,348 votes for, 676,428 against, and 25,823 abstaining, with 97% of votes cast in favor.

How did Kimball Electronics (KE) share owners vote on executive compensation?

On a non-binding, advisory basis, share owners approved the compensation of Kimball Electronics’ named executive officers. The proposal received 18,229,506 votes for, 357,968 against, and 325,673 abstaining, with 98% of votes cast in favor, along with 2,715,452 broker non-votes.

Were there any changes to Kimball Electronics (KE) Board and committee leadership after the meeting?

After the annual meeting, the Board met on November 14, 2025 and chose to maintain its existing committee and chair appointments from the prior year. Robert J. Phillippy will continue as Chairperson of the Board, and the Audit, Nominating and ESG, and Talent, Culture, Compensation Committees remain composed entirely of independent directors.

Who chairs the key Board committees at Kimball Electronics (KE)?

According to the Board’s current committee structure, Michele A. M. Holcomb serves as Chair of the Audit Committee, Tom G. Vadaketh serves as Chair of the Talent, Culture, Compensation Committee, and Holly A. Van Deursen serves as Chair of the Nominating and ESG Committee. Each committee reports directly to the Board and is comprised entirely of independent directors.