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 28, 2019

 

 

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 Symbol(s)

 

Name of each exchange

on which registered

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 28, 2019, the Company held its 2019 Annual Meeting of Stockholders. At that meeting, the Company’s shareholders voted on the matters set forth below.

1.    Each of the nominees named below was re-elected as a Class III director for a three year term as follows:

 

Name of Nominee

   For      Withheld      Non-Votes  

Margaret B. Pyle

     1,707,220        179,091        584,539  

Donald F. Shaw

     1,726,548        159,763        584,539  

2.    The independent registered public accounting firm of Ernst & Young LLP was ratified as the Company’s independent auditor for fiscal year 2020 as follows:

 

For

 

Against

 

Abstained

2,445,411

  16,375   9,093

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

1,688,434

  142,704   55,202   584,539

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

 

One Year

 

Two Years

 

Three Years

 

Abstained

 

Non-Votes

1,493,036

  47,103   256,676   89,525   584,539

(d)    In accordance with the recommendation of the 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.

 

2

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 30, 2019      

/s/ Donald T. Gardner III

     

Donald T. Gardner III

Vice President, Finance and

      Chief Financial Officer

 

3

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