Kimball Electronics Inc

1. 1

   Election of Three Directors

   ManagementBoard: FOR

   Elect Robert J. Phillippy, Richard D. Phillips, and Gregory A. Thaxton to three-year terms as Class III directors.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   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.

3. 3

   Advisory Vote on Compensation Paid to Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 3 asks shareholders to express non-binding approval of the compensation paid to Kimball Electronics’ named executive officers. The vote covers the overall compensation program and the related Compensation Discussion and Analysis, Summary Compensation Table, and other compensation disclosures rather than any single pay element. The program includes base salaries, annual cash incentives, and long-term equity incentives consisting primarily of performance shares and restricted shares. Management emphasizes that 85% of the CEO’s target direct compensation and 75% of the other NEOs’ target direct compensation was variable and at risk in fiscal 2026. Annual incentives were tied to adjusted operating margin, free cash flow, revenue growth, and sustainability performance, while long-term awards used economic profit and relative total shareholder return. The company also highlights multi-year vesting, ownership requirements, clawback provisions, anti-hedging rules, and the absence of single-trigger change-in-control benefits. Fiscal 2026 business results included $1.431 billion of revenue, a 4.6% adjusted operating margin, $72.3 million of operating cash flow, and debt reduction to $116.6 million. Shareholder support for the pay program has historically been very strong, with 98% of votes cast in favor at the 2025 annual meeting and a five-year average of 98%. The Board recommends voting FOR the proposal, while acknowledging that the advisory vote is not binding but is expected to be considered by the Talent, Culture, and Compensation Committee in future compensation decisions.

4. 4

   Approval of Amendment to Change Corporate Name to Kimball Solutions, Inc.

   ManagementBoard: FOR

   Approve an amendment to the Amended and Restated Articles of Incorporation changing the Company’s name from Kimball Electronics, Inc. to Kimball Solutions, Inc.

   More detail

   Proposal 4 asks shareholders to amend Article I of the Company’s Amended and Restated Articles of Incorporation to rename the corporation Kimball Solutions, Inc. Management is seeking approval because the business has expanded beyond its historical electronics-manufacturing identity into broader manufacturing and design solutions. The Company cites capabilities in design and engineering support, supply-chain management, precision molded plastics for medical applications, and high-level and final product assemblies. The proposed name is also presented as consistent with the Helvoet acquisition and the Company’s growing medical contract-development and manufacturing operations. Management intends to preserve the Kimball name, heritage, reputation, and Guiding Principles while more accurately describing the current portfolio. If approved, the Company expects to remain listed on Nasdaq, potentially under the reserved ticker symbol KMBL, subject to Nasdaq confirmation. The corporate name change is expected to become effective on or about July 1, 2027, although the Board may delay or abandon implementation if it later determines that doing so is not in the Company’s best interests. The amendment would not change shareholder rights, authorized or outstanding shares, par value, assets, liabilities, operations, or the number of shares represented by existing certificates. The Board unanimously approved the amendment and recommends voting FOR it, with approval requiring a majority of votes cast.

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When is the Kimball Electronics Inc 2026 annual meeting?

Kimball Electronics Inc (KE) holds its 2026 annual shareholder meeting on Friday, November 13, 2026.

What is the record date for the Kimball Electronics Inc 2026 meeting?

The record date for the Kimball Electronics Inc 2026 meeting is Monday, September 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Kimball Electronics Inc's 2026 meeting?

The board is presenting 3 director nominees at the Kimball Electronics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Kimball Electronics Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Kimball Electronics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.