Kimball Electronics Inc.
09/23/2024 | Press release | Distributed by Public on 09/23/2024 14:52
Amendments to Bylaws Form 8 K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 18, 2024, the Board of Directors (the "Board") of Kimball Electronics, Inc. (the "Company") amended and restated the Company's Amended and Restated By-Laws (the "By-Laws"). Through engagement with Share Owners and other stakeholders, the Company has gained valuable feedback regarding specific terms that our Share Owners and other stakeholders view as appropriate for the Company's By-Laws, allowing the Board to implement terms that provide for proxy access and Share Owner rights to call special meetings, as well as an updated director resignation policy in uncontested elections, as summarized below:
Section 2.15 Proxy Access:This new section was added to allow proxy access for shareholders while limiting the potential for abuse and advancing the long-term interests of the Company and its shareholders. New Section 2.15 of the By-Laws permits a shareholder, or a group of up to 20 shareholders, owning at least three percent of the Company's outstanding stock continuously for at least three years to nominate, and include in the Company's annual meeting proxy materials, director nominees constituting up to the greater of two directors or twenty-five percent of the Board, provided that the shareholders and nominees satisfy the requirements specified in the By-Laws.
Section 2.2 Special Meetings:This section was modified to include a right for record shareholders to call special meetings of the shareholders. Revised Section 2.2 of the By-Laws provides that shareholders who own at least 25% of the outstanding shares of the common stock of the Company and comply with the requirements set forth in the By-Laws may call a special meeting of shareholders.
Section 2.14 Director Resignation Policy:The Company modified its majority director election standard for uncontested elections. Revised Section 2.14 of the By-Laws requires directors to provide a signed, irrevocable resignation effective if the director does not receive a majority of the votes cast in an uncontested election of directors. Revised Section 2.14 also directs the Board to act on an expedited basis to determine whether to reject the resignation if it is in the best interest of the shareholders and the Company to do so, and to publicly disclose its decision within ninety days after the certification of a shareholder vote.
The By-Laws also contain non-substantive numbering changes in Sections 2.3, 2.5, 2.6, and 9.3. The amendments to the By-Laws are effective immediately.
The foregoing description is qualified in its entirety by reference to the full text of the By-Laws, which is attached hereto as Exhibit 3.2.