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): August 26, 2020
Kewaunee Scientific Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 0-5286 | 38-0715562 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer 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 |
Name of each exchange | ||
| Common Stock, $2.50 par value | KEQU | 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.
(a) and (b) On August 26, 2020, the Company held its 2020 Annual Meeting of Stockholders. At that meeting, the Company’s stockholders voted on the matters set forth below.
1. Each of the nominees named below was re-elected as a Class I director for a three year term as follows:
| Name of Nominee |
For | Withheld | Non- Votes |
|||||||||
| Thomas D. Hull III |
1,552,690 | 239,583 | 603,296 | |||||||||
| David S. Rhind |
1,581,951 | 210,322 | 603,296 | |||||||||
| John D. Russell |
1,323,829 | 468,444 | 603,296 | |||||||||
2. The independent registered public accounting firm of Dixon Hughes Goodman LLP was ratified as the Company’s independent auditor for fiscal year 2021 as follows:
| For |
Against |
Abstained | ||
| 2,375,456 | 11,506 | 8,607 |
3. The compensation of the Company’s named executive officers was approved on an advisory basis pursuant to the following votes:
| For |
Against |
Abstained |
Non-Votes | |||
| 1,508,334 | 274,825 | 9,114 | 603,296 |
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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 28, 2020 | /s/ Donald T. Gardner III | |||
| Donald T. Gardner III | ||||
| Vice President, Finance and Chief Financial Officer | ||||
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