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)
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| Delaware |
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0-5286 |
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38-0715562 |
| (State or other jurisdiction |
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(Commission |
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(IRS. Employer |
| of incorporation) |
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File Number) |
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Identification No.) |
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| 2700 West Front Street |
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| Statesville, North Carolina |
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28677 |
| (Address of principal executive offices) |
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(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:
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| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, $2.50 par value |
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KEQU |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Name of Nominee |
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For |
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Withheld |
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Non-Votes |
| Margaret B. Pyle |
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1,633,067 |
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189,229 |
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537,449 |
| Donald F. Shaw |
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1,730,171 |
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92,125 |
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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:
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| For |
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Against |
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Abstained |
| 2,356,636 |
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2,119 |
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990 |
3. The compensation of the Company’s named executive officers was approved on an advisory basis as follows:
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| For |
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Against |
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Abstained |
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Non-Votes |
| 1,448,991 |
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103,177 |
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270,128 |
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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:
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| 1 Year |
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2 Years |
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3 Years |
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Abstained |
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Non-Votes |
| 1,512,884 |
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1,194 |
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306,985 |
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1,233 |
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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.
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(Registrant) Kewaunee Scientific Corporation |
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| Date: August 29, 2025 |
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/s/ Donald T. Gardner III |
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Donald T. Gardner III |
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Vice President, Finance and Chief Financial Officer |
