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  4. [8-K] KEWAUNEE SCIENTIFIC CORP /DE/ Reports Material Event

Kewaunee holders back board, pay and auditor

KEWAUNEE SCIENTIFIC CORP (KEQU) reported results of its August 26, 2026 Annual Meeting of Shareholders.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

KEWAUNEE SCIENTIFIC CORP (KEQU) reported results of its August 26, 2026 Annual Meeting of Shareholders. Shareholders re-elected Class I directors Thomas D. Hull III, David S. Rhind, and John D. Russell to three-year terms, each receiving over 1.46 million votes in favor.

Shareholders also ratified the appointment of Forvis Mazars, LLP as independent registered public accounting firm for fiscal 2027, with 2,516,379 votes for and very few opposing or abstaining votes. On an advisory "say-on-pay" basis, compensation of named executive officers for the year ended April 30, 2026 was approved, receiving 1,586,496 votes for, compared with 36,616 against.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Thomas D. Hull III 1,623,693 votes Election as Class I director at the August 26, 2026 Annual Meeting
Votes for David S. Rhind 1,464,432 votes Election as Class I director at the August 26, 2026 Annual Meeting
Votes for John D. Russell 1,623,690 votes Election as Class I director at the August 26, 2026 Annual Meeting
Auditor ratification votes for 2,516,379 votes Ratification of Forvis Mazars, LLP as independent auditors for fiscal 2027
Say-on-pay votes for 1,586,496 votes Advisory approval of named executive officer compensation for fiscal year ended April 30, 2026
Say-on-pay votes against 36,616 votes Advisory vote on named executive officer compensation
Annual Meeting of Shareholders regulatory
"held its Annual Meeting of Shareholders (the "Annual Meeting")."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
independent registered public accounting firm regulatory
"The appointment of the independent registered public accounting firm of Forvis Mazars, LLP"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis regulatory
"compensation of the Company's named executive officers ... was approved on an advisory basis"
broker non-votes regulatory
"Name of Nominee | For | Withheld | Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

What did KEQU shareholders decide about the Class I directors at the 2026 Annual Meeting?
Shareholders re-elected Thomas D. Hull III, David S. Rhind, and John D. Russell as Class I directors for three-year terms. Each nominee received over 1.46 million votes for, with very few votes withheld and 892,401 broker non-votes recorded.

How did KEQU shareholders vote on the auditor ratification for fiscal 2027?
Shareholders ratified Forvis Mazars, LLP as Kewaunee Scientific’s independent registered public accounting firm for fiscal year 2027, with 2,516,379 votes for, 106 against, and 671 abstentions, indicating strong support for the auditor selection.

Was KEQU’s executive compensation approved at the 2026 Annual Meeting?
Yes. On an advisory basis, shareholders approved named executive officer compensation for the fiscal year ended April 30, 2026, with 1,586,496 votes for, 36,616 against, 1,643 abstentions, and 892,401 broker non-votes.

What were the vote totals for KEQU director nominee Thomas D. Hull III?
For Class I director nominee Thomas D. Hull III, shareholders cast 1,623,693 votes for, 1,062 withheld, and 892,401 non-votes, resulting in his re-election to a three-year term on the board.

Who signed KEQU’s report on the 2026 Annual Meeting results?
Donald T. Gardner III, Vice President, Finance and Chief Financial Officer, signed the report on behalf of Kewaunee Scientific Corporation as the duly authorized officer on August 27, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FALSE000005552900000555292026-08-262026-08-26



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 26, 2026
 
Kewaunee Scientific Corporation
(Exact name of registrant as specified in its charter)
Delaware0-528638-0715562
(State or other jurisdiction of
incorporation or organization)		(Commission File
Number)		(IRS Employer
Identification No.)
2700 West Front Street
Statesville, NC 28677
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (704) 873-7202
N/A
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $2.50 par value
KEQUThe Nasdaq Global Market

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:
☐
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))

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





Item 5.07 Submission of Matters to a Vote of Security Holders
On August 26, 2026, Kewaunee Scientific Corporation (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on the matters set forth below.
1.The nominees named below were re-elected as Class I directors for three-year terms as follows:
Name of NomineeForWithheldNon-Votes
Thomas D. Hull III1,623,6931,062892,401
David S. Rhind1,464,432160,323892,401
John D. Russell1,623,6901,065892,401
2.The appointment of the independent registered public accounting firm of Forvis Mazars, LLP as the Company's independent auditors for fiscal year 2027 was ratified as follows:
ForAgainstAbstained
2,516,379106671
3.The compensation of the Company's named executive officers in the fiscal year ended April 30, 2026 was approved on an advisory basis as follows:
ForAgainstAbstainedNon-Votes
1,586,49636,6161,643892,401





SIGNATURE
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 thereunto duly authorized.
KEWAUNEE SCIENTIFIC CORPORATION
                             (Registrant)
Date: August 27, 2026By/s/ Donald T. Gardner III
Donald T. Gardner III
Vice President, Finance
Chief Financial Officer




Source: View Original Filing on SEC EDGAR

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