Independent
Tenure on this board
7.9 yrs
Also a director at
Esco Technologies Inc (ESE)Materion Corp (MTRN)
3 nominees · 4 ballot items.
Shareholders will elect three directors, ratify Deloitte & Touche LLP as the fiscal 2027 independent auditor, approve on an advisory basis the compensation of the named executive officers, and approve an amendment changing the corporate name to Kimball Solutions, Inc.
Elect Robert J. Phillippy, Richard D. Phillips, and Gregory A. Thaxton to three-year terms as Class III directors.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP and its member firms and affiliates as the Company’s independent registered public accounting firm for fiscal year 2027.
Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
Proposal 3 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to Kimball Electronics’ named executive officers. The vote covers the compensation discussion and analysis, the summary compensation table, and the related compensation tables and narrative disclosures in the proxy statement. Management is seeking approval as required by the Dodd-Frank Act’s say-on-pay framework and as a matter of corporate governance. The Company says its program links pay to performance through base salary, annual cash incentives, and long-term equity awards. A substantial majority of target direct compensation is described as variable and at risk, including 85% for the CEO and 75% for other NEOs. Annual incentives use adjusted operating margin, free cash flow, revenue growth, and sustainability measures, while long-term awards use economic profit, relative TSR, and service-based vesting. The compensation committee also emphasizes multi-year vesting, clawback provisions, stock ownership requirements, and prohibitions on hedging and pledging. The Company reports strong fiscal 2026 operating performance, including $1.4 billion of revenue, a 4.6% adjusted operating margin, $72.3 million of operating cash flow, and debt of $116.6 million. Shareholder support has historically been high, with 98% of votes cast favoring say on pay at the 2025 Annual Meeting and an average five-year approval rate of 98%. The Board recommends voting FOR, while acknowledging that the advisory result is not binding but will be considered by the Talent, Culture, and Compensation Committee in future decisions.
Approve an amendment to Article I of the Company’s Articles of Incorporation changing the corporate name from Kimball Electronics, Inc. to Kimball Solutions, Inc.
Proposal 4 asks shareholders to approve an amendment to Article I of the Company’s Articles of Incorporation changing its legal name from Kimball Electronics, Inc. to Kimball Solutions, Inc. Management argues that the proposed name reflects the evolution from an electronics-focused manufacturer to a diversified provider of manufacturing and design solutions. The Company’s expanded capabilities include design and engineering support, supply chain management, precision molded plastics for medical applications, and high-level and final product assemblies. The proposal is also presented in the context of the Helvoet Polymer Technologies acquisition and the Company’s phased rebranding campaign. Management states that the change preserves the Kimball name, heritage, reputation, and Guiding Principles while better representing the breadth of current customer solutions. If approved, the Company expects to remain listed on Nasdaq, potentially under the reserved ticker symbol KMBL, subject to Nasdaq confirmation. The proposed amendment would not change the Company’s capital structure, share rights, par value, assets, liabilities, operations, or the validity of existing stock certificates. The name change is expected to become effective on or about July 1, 2027, although the Board retains discretion to delay or abandon the filing if it later determines that doing so is not in the Company’s best interests. Approval requires a majority of the votes cast, and the Board unanimously recommends voting FOR the amendment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 6.66% | 1,596,108 | $41M |
| 2 | AMERICAN CENTURY COMPANIES INC | 5.45% | 1,306,574 | $33M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.45% | 1,067,235 | $27M |
| 4 | BlackRock, Inc. | 4.26% | 1,022,181 | $26M |
| 5 | BANK OF AMERICA CORP /DE/ | 4.09% | 980,735 | $25M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.38% | 811,046 | $21M |
| 7 | BlackRock, Inc. | 3.31% | 794,170 | $20M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 3.08% | 738,722 | $19M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.50% | 598,888 | $15M |
| 10 | EARNEST PARTNERS LLC | 2.16% | 518,851 | $13M |
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