PROXIES AND VOTING AT THE MEETING
The expense of solicitation of proxies is to be paid by the Company. The Company will also reimburse brokerage houses
and other custodians, nominees, and fiduciaries for their reasonable expenses in sending proxies and proxy material to the beneficial owners of the Companys common stock. To obtain directions to attend the annual meeting, please contact the
Secretary of the Company. This Proxy Statement and the 2019 Annual Report to Stockholders are available at
http://www.edocumentview.com/kequ
.
At the close of business on July 5, 2019, the record date for determination of stockholders entitled to vote at the annual meeting, there were 2,750,009 shares of common stock of the Company
outstanding and entitled to vote.
Each share of common stock is entitled to one vote. Any stockholder giving
a proxy has the power to revoke it at any time before it is voted, by written notice to the Secretary, by delivery of a later-dated proxy or in person at the meeting.
The holders of a majority of the total shares of common stock issued and outstanding, whether present in person or
represented by proxy, will constitute a quorum for the transaction of business at the meeting. The vote of a plurality of the shares represented at the meeting, in person or by proxy, is required to elect the two nominees for director. Approval of
Item 2 (ratification of appointment of independent registered public accounting firm) and approval of Item 3 (advisory vote on executive compensation submitted to the stockholders for their consideration at the meeting) each requires the
affirmative vote of the holders of a majority of the shares of common stock represented at the meeting, in person or by proxy, and entitled to vote. However, Item 3 is an advisory vote only. Item 4 (the advisory vote on the frequency of
advisory votes on executive compensation) will be determined by the frequency period that receives the greatest number of votes. Abstentions, directions to withhold authority, and broker
non-votes
are counted
as shares present in the determination of whether the shares of stock represented at the meeting constitute a quorum. Abstentions, directions to withhold authority, and broker
non-votes
are not counted in
tabulations of the votes cast on proposals presented to stockholders. Thus, an abstention, direction to withhold authority, or broker
non-vote
with respect to a matter other than the election of directors or
Item 4 may have the same legal effect as a vote against the matter. With respect to the election of directors and Item 4, an abstention, direction to withhold authority or broker
non-vote
will have no
effect. An automated system administered by the Companys transfer agent will be used to tabulate votes.
A stockholder entitled to vote for the election of directors can withhold authority to vote for any of the nominees.
STOCKHOLDER PROPOSALS
The deadline for receipt of stockholder proposals for inclusion in the Companys 2020 proxy material is March 21, 2020. Any stockholder proposal should be submitted in writing to the Secretary
of the Company at its principal executive offices. The stockholder
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Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or
custodian, please give full title.
Proxy Solicited by Board of Directors for Annual Meeting AUGUST 28, 2019
Keith M. Gehl, Thomas D. Hull III, and John D. Russell, or any of them, each with the power of substitution, are hereby authorized to represent and vote
the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Kewaunee Scientific Corporation to be held on August 28, 2019 or at any postponement or
adjournment thereof.
Shares represented by this proxy will be voted in the manner directed by the undersigned stockholder. If no such directions
are indicated, this proxy will be voted FOR the election of the two nominees to the Board of Directors, FOR Items 2-3, and for ONE YEAR on Item 4.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side)
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Change of Address
Please print new address below.
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Comments
Please print your comments below.
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Your vote matters heres how to
vote!
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You may vote online or by phone instead of mailing this card.
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Votes submitted electronically must be received by 1:00am, Eastern Time, on August 28, 2019.
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Online
Go to
www.investorvote.com/KEQU
or scan the QR code login details are located in the
shaded bar below.
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Phone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada
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Using a
black ink
pen, mark your votes with an
X
as shown in this example. Please do not write outside the designated areas.
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☒
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Save paper, time and money!
Sign up for electronic
delivery at www.investorvote.com/KEQU
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IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
q
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- - - - - - - -
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A
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Proposals
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The Board of Directors recommends a vote
FOR
all the nominees listed,
FOR
Items 2 - 3, and
ONE YEAR
for Item 4.
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1.
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Election of Directors - Class III
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+
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01 - Margaret B. Pyle 02 - Donald F. Shaw
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☐
Mark here to vote
FOR
all nominees
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☐
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Mark here to
WITHHOLD
vote from all nominees
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☐
For All
EXCEPT
-
To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right.
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01
☐
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02
☐
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For
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Against
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Abstain
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1 Year
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2 Years
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3 Years
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Abstain
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2.
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Ratification of the appointment of the independent registered public accounting firm of Ernst & Young LLP as the Companys
independent auditors for fiscal year 2020.
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4.
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Advisory vote on the frequency of an advisory vote on executive compensation.
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☐
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For
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Against
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Abstain
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3.
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Approval, on an advisory basis, of the compensation of our named executives.
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5.
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In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual
Meeting.
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B
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Authorized Signatures
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This section must be completed for your vote to count. Please date and sign below.
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Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer,
trustee, guardian, or custodian, please give full title.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box.
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/
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033CDD
q
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
q
- - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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KEWAUNEE SCIENTIFIC CORPORATION
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Notice of 2019 Annual Meeting of Stockholders
Proxy Solicited by Board of Directors for Annual Meeting AUGUST 28, 2019
Keith M. Gehl, Thomas D. Hull III, and John D. Russell, or any of them, each with the power of substitution, are hereby authorized to represent and vote
the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Kewaunee Scientific Corporation to be held on August 28, 2019 or at any postponement or
adjournment thereof.
Shares represented by this proxy will be voted in the manner directed by the undersigned stockholder. If no such directions
are indicated, this proxy will be voted FOR the election of the two nominees to the Board of Directors, FOR Items 2-3, and for ONE YEAR on Item 4.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side)
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Change of Address
Please print new address below.
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Comments
Please print your comments below.
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