Kewaunee Scientific (KEQU) holders back board, auditors and annual say-on-pay

Rhea-AI Filing Summary

Kewaunee Scientific Corporation reported the results of its Annual Meeting of Shareholders held on August 27, 2025. Shareholders re-elected Class III directors Margaret B. Pyle and Donald F. Shaw, with Pyle receiving 1,633,067 votes for and 189,229 withheld, and Shaw receiving 1,730,171 votes for and 92,125 withheld, along with 537,449 broker non-votes for each nominee.

Shareholders ratified the appointment of Forvis Mazars, LLP as independent auditors for fiscal 2026, with 2,356,636 votes for, 2,119 against, and 990 abstentions. On an advisory basis, shareholders approved the compensation of the named executive officers with 1,448,991 votes for, 103,177 against, 270,128 abstentions, and 537,449 non-votes.

In an advisory vote on the frequency of future say-on-pay votes, shareholders favored holding the vote every one year, with 1,512,884 votes for one year, 1,194 for two years, 306,985 for three years, 1,233 abstentions, and 537,449 non-votes. The company will include an annual non-binding advisory vote on executive compensation in its proxy materials consistent with this outcome and the Board’s recommendation.

KEWAUNEE SCIENTIFIC CORP /DE/ false 0000055529 0000055529 2025-08-27 2025-08-27

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 27, 2025

Kewaunee Scientific Corporation

(Exact name of registrant as specified in its charter)

Delaware		0-5286		38-0715562
(State or other jurisdiction		(Commission		(IRS. Employer
of incorporation)		File Number)		Identification No.)

2700 West Front Street
Statesville, North Carolina		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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $2.50 par value		KEQU		The 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 27, 2025, 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 III directors for three-year terms as follows:

Name of Nominee		For				Withheld		Non-Votes
Margaret B. Pyle			1,633,067			189,229		537,449
Donald F. Shaw			1,730,171			92,125		537,449

2. The appointment of the independent registered public accounting firm of Forvis Mazars, LLP as the Company’s independent auditors for fiscal year 2026 was ratified as follows:

For		Against		Abstained
2,356,636		2,119		990

3. The compensation of the Company’s named executive officers was approved on an advisory basis as follows:

For		Against		Abstained		Non-Votes
1,448,991		103,177		270,128		537,449

4. An advisory vote on whether the frequency of holding an advisory vote on the compensation of our named executive officers should be every one year, two years, or three years resulted in the following votes:

1 Year		2 Years		3 Years		Abstained		Non-Votes
1,512,884		1,194		306,985		1,233		537,449

In accordance with the recommendation of the Company’s Board of Directors and consistent with the vote of the Company’s stockholders, the Company will include an advisory non-binding vote of the Company’s stockholders on the compensation of the Company’s named executive officers in its proxy materials on an annual basis until the occurrence of the next advisory vote on the frequency of future advisory votes on the compensation of our named executive officers or until the Board of Directors determines that a different frequency is in the best interests of the Company’s stockholders.

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 hereunto duly authorized.

						(Registrant) Kewaunee Scientific Corporation
Date: August 29, 2025						/s/ Donald T. Gardner III
						Donald T. Gardner III
						Vice President, Finance and Chief Financial Officer

FAQ

What did KEQU shareholders approve at the 2025 Annual Meeting?

At the August 27, 2025 Annual Meeting, Kewaunee Scientific shareholders re-elected two Class III directors, ratified Forvis Mazars, LLP as independent auditors for fiscal 2026, approved on an advisory basis the compensation of named executive officers, and expressed a preference for an annual advisory vote on executive compensation.

Which directors were re-elected to Kewaunee Scientific (KEQU)'s Board?

Shareholders re-elected Margaret B. Pyle and Donald F. Shaw as Class III directors for three-year terms. Pyle received 1,633,067 votes for and 189,229 withheld, and Shaw received 1,730,171 votes for and 92,125 withheld, with 537,449 broker non-votes for each.

Who is Kewaunee Scientific (KEQU)'s independent auditor for fiscal 2026?

Shareholders ratified Forvis Mazars, LLP as Kewaunee Scientific’s independent registered public accounting firm for fiscal year 2026, with 2,356,636 votes for, 2,119 against, and 990 abstentions.

How did Kewaunee Scientific (KEQU) shareholders vote on executive compensation?

On an advisory basis, shareholders approved the compensation of the named executive officers with 1,448,991 votes for, 103,177 against, 270,128 abstentions, and 537,449 non-votes.

What say-on-pay vote frequency did KEQU shareholders prefer?

In the advisory vote on frequency, shareholders favored holding the say-on-pay vote every one year, with 1,512,884 votes for one year, 1,194 for two years, 306,985 for three years, 1,233 abstentions, and 537,449 non-votes. The company plans to include an annual advisory vote on executive compensation in its proxy materials consistent with this result.

Will Kewaunee Scientific (KEQU) hold annual advisory votes on executive pay going forward?

Yes. Consistent with the Board’s recommendation and the stockholder vote favoring a one-year frequency, the company will include an annual, non-binding advisory vote on the compensation of its named executive officers in its proxy materials until the next frequency vote or a change by the Board.